---

**UNITED STATESSECURITIES 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**x******Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
  Act of 1934 
  for the fiscal year ended **December 31, 2003**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)

1

---

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, 2003 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. 
  Yes  **x******
  No ** ̈******

Indicate by check mark which financial statement item the Registrant
  has elected to follow. Item 17 **x******
    Item 18 ** ̈**
  .

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 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 |  
|------------------------------ | - | --------------------------- | -
|                               |   | 2003                        |  
|                               |   |                             |  
|Net Operating Revenues         | $ | 3,000                       |  
|                               |   |                             |  
|Income from continued          | $ | (37,863                     | )
|operations                     |   |                             |  
|Income from discontinued       | $ | N/a                         |  
|operations                     |   |                             |  
|Net income                     | $ | (37,863                     | )
|                               |   |                             |  
|Income per share from          | $ | 0                           |  
|continued operations           |   |                             |  
|Income per share from          | $ | 0                           |  
|discontinued operations        |   |                             |  
|Income per share after         | $ | 0                           |  
|discontinued operations        |   |                             |  
|                               |   |                             |  
|Share capital per Canadian     | $ | 13,265,283                  |  
|GAAP                           |   |                             |  
|Common shares issued           |   | 8,323,1129                  |  
|Weighted average shares        |   | 9,666,848                   |  
|outstanding per
      Canadian |   |                             |  
|GAAP                           |   |                             |  
|                               |   |                             |  
|Total Assets                   | $ | 49,070                      |  
|                               |   |                             |  
|Net Assets (liabilities)       | $ | 36,715                      |  
|                               |   |                             |  
|Convertible                    | $ | N/a                         |  
|debentures(current
      and   |   |                             |  
|long term portions)
      per  |   |                             |  
|U.S. GAAP )                    |   |                             |  

4

---

|Cash Dividends Declared | $ | 0      |  | 0      |  | 0      |  | 0      |  | 0      | 
|----------------------- | - | ------ |  | ------ |  | ------ |  | ------ |  | ------ | 
|per Common Shares       |   |        |  |        |  |        |  |        |  |        | 
|Exchange Rates (Cdn$ to | $ | 0.7135 |  | 0.6368 |  | 0.6458 |  | 0.6733 |  | 0.6730 | 
|U.S.$) Period Average   |   |        |  |        |  |        |  |        |  |        | 

|
|

|Exchange Rates (CDN$ to           |   | Period High |  | Period Low | 
|--------------------------------- | - | ----------- |  | ---------- | 
|U.S.$
      ) for most recent six |   |             |  |            | 
|months                            |   |             |  |            | 
|September 2003                    | $ | 0.7356      |  | 0.7303     | 
|October 2003                      | $ | 0.7581      |  | 0.7526     | 
|November 2003                     | $ | 0.7644      |  | 0.7593     | 
|December 2003                     | $ | 0.7647      |  | 0.7588     | 
|January 2004                      | $ | 0.7744      |  | 0.7685     | 
|February 2004                     | $ | 0.7552      |  | 0.7489     | 
|Exchange Rate (CDN$ to            | $ | 0.7575      |  |            | 
|U.S.$)                            |   |             |  |            | 
|March 26, 2004                    |   |             |  |            | 

B.Not
  required

C.Not
  required

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.

| | 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
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

---

| | 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.

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.

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

6

---

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.

During 2003 due diligence was done on several more businesses.
  All but one were abandoned as not being able to support the additional financing
  required to close. One of those abandoned became the subject of further review
  toward the end of the year as the owners lowered their price expectation. At
  year end, alternatives were being considered including merging with a like business,
  also available. A separate business was the subject of low level investigation
  throughout the year, as it was fairly early stage. It remained under observation
  at year end, having made considerable business progress.

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.

World economic conditions, including the trade and budget
  deficits in the United States, have made the case for precious metals a compelling
  one. This, combined with the availability of

7

---

capital for precious metals projects has expanded the acquisition
  search to include precious metals exploration and development opportunities.

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.

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.

8

---

Liquidity and Capital Resources

Since the Company is organized in Canada, the Companys
  December 31, 2003 consolidated financial statements have been prepared in accordance
  with Canadian generally accepted accounting principles.

As at December 31, 2003, the Company had accumulated losses
  totaling $13,281,912. The Company had a working capital deficit of $9,039 as
  at December 31, 2003. 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, 2003 the Company had cash and term deposits
  of $1,959 and a working capital deficit of $9,039

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 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.

9

---

A.             Directors
  and senior management.

|Name, Municipality of                                       |     |                                                                                                                                                                                                                                                                                                          
|----------------------------------------------------------- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Residence and Position                                      |     | Principal Occupation and Position                                                                                                                                                                                                                                                                        
|withthe Corporation                                         | Age | During the Past Five Years                                                                                                                                                                                                                                                                               
|Douglas E. Ford (1) West Vancouver,
      B.C. Director     | 40  | 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 | 60  | Director and Secretary
        since March 20, 1990; Self employed corporate development advisor for
        over 10 years.                                                                                                                                                                              
|                                                            |     |                                                                                                                                                                                                                                                                                                          
|John Stanton
      Queensburg, New York Director            | 58  | Director since November
        15, 1990; Self employed pharmacist                                                                                                                                                                                                                                       
|                                                            |     |                                                                                                                                                                                                                                                                                                          
|Edward Dolejsi Delta, B.C.
      Director and President     | 59  | 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.                                                                                                                           
|                                                            |     |                                                                                                                                                                                                                                                                                                          
|Edward D. Ford (1) Whistler,
      B.C.Director             | 66  | 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, 2003, directors and officers, including private companies controlled by
  directors and officers, as a group, were paid a total of $36,000 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, 2003, the Company paid no
  compensation to Directors for acting as Directors. The Company does not have
  any pension or retirement plans, nor does 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.

10

---

Pursuant to the provisions of the Company 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, 2003 the Company had no salaried
  employees.

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, 2003 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, 2003 there were 8,323,119 common shares issued and outstanding.
  Each of the listed persons may be reached at the Companys head offices.

11

---

| |                                                   | Amount and |  |     |  |          | 
| | ------------------------------------------------- | ---------- |  | --- |  | -------- | 
| |                                                   | Nature of  |  |     |  |          | 
| |                                                   | Beneficial |  |     |  | Percent  | 
| | Name and Address 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)                     
|(2)                     

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, 2003, directors,
  officers and companies controlled by them have been engaged in the following
  transactions with the Company:

During the year ended December 31, 2003, a company in which
  a director has an interest charged the Company $36,000 (2002: $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 $10,885 (2002: $77,562 2001: $21,704, 2000: $76,945, 1999: $48,036)
  is included in accounts payable and accrued liabilities at December 31, 2003.

A Company in which a director has an interest was charged
  $3,000 (2002: $12,000, 2001 $Nil 2000: $82,500, 1999: $120,000) for consulting
  fees during the year ended December 31, 2003. The unpaid portion of these amounts,
  aggregating $Nil (2002: $98,940, 2001: $86,100, 2000: $86,100, 1999: $128,400)
  is included in accounts receivable at December 31, 2003.

| |                          |  | 2003    |  | 2002    |  | 2000    | 
| | ------------------------ |  | ------- |  | ------- |  | ------- | 
| |                          |  |         |  |         |  |         | 
| | Management fees and rent |  | $36,000 |  | $50,500 |  | $18,000 | 

12

---

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, 2003 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

| | 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.

13

---

| |     | 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.

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

14

---

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
  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;


15

---

- 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

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 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.

16

---

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 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.

17

---

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.

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

18

---

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

Not applicable

ITEM 15.            CONTROLS
  AND PROCEDURES

Specific controls and procedures were not implemented by the
  end of fiscal year 2003. The company is in a development phase, where it is
  evaluating opportunities. There is little money involved at this time so the
  investment in establishing specific controls and procedures has a lower priority
  than seeking and evaluating opportunities. Once an appropriate project has been
  selected and is underway, management will establish controls and procedures
  in accordance with usual industry practice.

ITEM 16

A.             Audit
  Committee Financial Expert

The company has as its audit committee financial expert Mr.
  Edward D. Ford who is a Canadian Chartered Accountant. He has held these professional
  qualifications since 1961. During his career Mr. Ford has been an associate,
  manager and partner of several Canadian professional accounting firms that specialized
  in audit/assurance, taxation, insolvency and independent business consulting.
  Additionally he has served as a Chief Financial Officer of several public companies.

B.             Code
  Of Ethics

The company has not yet adopted a code of ethics. It has no
  material assets, as it is the development phase. Once it has selected an appropriate
  project, it will adopt a code of ethics that conforms to usual industry practice.

C.             Principal
  Accounting Fees And Services

Audit fees of $1,712 were billed in 2003, and $1,605 in 2002.
  The principal accountant billed for no other fees in either of those two years.

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 Registration
  Statement. 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.

19

---

| | 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, 2003
      and December 31, 2002.                             
| |                                                                                                              
| | Consolidated Statements of Operations and Deficit
      for the years ended December 31, 2003, 2002 and 2001.
| |                                                                                                              
| | Consolidated Statements of Cash Flows Deficit for
      the years ended December 31, 2003, 2002 and 2001.    
| |                                                                                                              
| | Summary of Significant Accounting Policies.                                                                  
| |                                                                                                              
| | Notes to the Consolidated Financial Statements.                                                              

ITEM 18.            FINANCIAL
  STATEMENTS

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

ITEM 19.            EXHIBITS

Attached hereto are the following exhibits:

|12.1 | Certification of President pursuant to s.302
      of the Sarbanes-Oxley Act of 2002
|---- | ------------------------------------------------------------------------------------
|     |                                                                                     
|12.2 | Certification of Director pursuant to s.302
      of the Sarbanes-Oxley Act of 2002 
|     |                                                                                     
|13.1 | Certification of President pursuant to s.906
      of the Sarbanes-Oxley Act of 2002
|     |                                                                                     
|13.2 | Certification of Director pursuant to s.906
      of the Sarbanes-Oxley Act of 2002 

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

|                     | INTERNATIONAL GEMINI TECHNOLOGY INC.
|-------------------- | ------------------------------------
|                     |                                     
|Date: March 29, 2004 | By:                                 
|                     | Name:                               
|                     | Title:                              
|                     |                                     

20

---

INTERNATIONAL GEMINI TECHNOLOGY INC.

AUDITORS REPORT

AND FINANCIAL STATEMENTS
  - DECEMBER 31, 2003, 2002 AND 2001 
  (Expressed in Canadian Dollars)

---

International Gemini Technology Inc.

December 31, 2003 (Expressed in Canadian Dollars)

Index

|                     |                                      | Page | 
|-------------------- | ------------------------------------ | ---- | 
|                     |                                      |      | 
|AUDITORS REPORT     | 1                                    |     
|                     |                                      |      | 
|FINANCIAL STATEMENTS |                                      |     
|                     |                                      |      | 
|                     | Balance Sheets                       | 2    | 
|                     |                                      |      | 
|                     | Statements of Operations and Deficit | 3    | 
|                     |                                      |      | 
|                     | Statements of Cash Flows             | 4    | 
|                     |                                      |      | 
|                     | Notes to the Financial Statements    | 5- 8 | 



---

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, 2003 and 2002 and the statements of operations
  and deficit and cash flows for the years ended December 31, 2003, 2002 and 2001.
  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, 2003 and 2002 and the results of its operations and cash flows for the years
  ended December 31, 2003, 2002 and 2001 in accordance with accounting principles
  generally accepted in Canada applied on a consistent basis.

|                  | Charlton & Company 
|----------------- | ---------------------
|                  |                      
|                  | CHARTERED ACCOUNTANTS
|Vancouver, Canada |                      
|February 10, 2004 |                      

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, 2003 and 2002
  and described in Note 1 to the financial statements. Our report to the directors
  dated February 10, 2004 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 |                      
|February 10, 2004 |                      

Page 1

---

|International
      Gemini Technology Inc. Balance Sheets 
      As at December 31 
      (Expressed in Canadian Dollars)
|-------------------------------------------------------------------------------------------------------------------------

|                                                        |   | 2003        |   |   | 2002        |  
|------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                        |   |             |   |   |             |  
|ASSETS                                                  |   |             |   |   |             |  
|                                                        |   |             |   |   |             |  
|Current                                                 |   |             |   |   |             |  
|                                                        |   |             |   |   |             |  
|Cash                                                    | $ | 1,959       |   | $ | 596         |  
|                                                        |   |             |   |   |             |  
|Accounts
      receivable (Note 5)                      |   | 1,087       |   |   | 110,566     |  
|                                                        |   |             |   |   |             |  
|                                                        |   | 3,046       |   |   | 111,162     |  
|Investment(Note 4)                                      |   | 46,024      |   |   | 46,024      |  
|                                                        |   |             |   |   |             |  
|                                                        | $ | 49,070      |   | $ | 157,186     |  
|                                                        |   |             |   |   |             |  
|LIABILITIES                                             |   |             |   |   |             |  
|                                                        |   |             |   |   |             |  
|                                                        |   |             |   |   |             |  
|Current                                                 |   |             |   |   |             |  
|                                                        |   |             |   |   |             |  
|Accounts
      payable and accrued liabilities (Note 5) | $ | 12,355      |   | $ | 82,608      |  
|                                                        |   |             |   |   |             |  
|Contingency(Note 1)                                     |   |             |   |   |             |  
|                                                        |   |             |   |   |             |  
|SHAREHOLDERS EQUITY                                    |   |             |   |   |             |  
|                                                        |   |             |   |   |             |  
|Share capital  common(Note 6)                          |   | 12,660,559  |   |   | 12,660,559  |  
|                                                        |   |             |   |   |             |  
|Share capital  preferred(Note 6)                       |   | 604,724     |   |   | 604,724     |  
|                                                        |   |             |   |   |             |  
|Contributed surplus                                     |   | 53,344      |   |   | 53,344      |  
|                                                        |   |             |   |   |             |  
|Deficit,per statement                                   |   | (13,281,912 | ) |   | (13,244,049 | )
|                                                        |   |             |   |   |             |  
|                                                        |   | 36,715      |   |   | 74,578      |  
|                                                        |   |             |   |   |             |  
|                                                        | $ | 49,070      |   | $ | 157,186     |  

|Approved by the directors: |  |                     
|-------------------------- |  | --------------------
|                           |  |                     
|Martin
      Schultz     |  | Doug
      Ford   
|Director  Martin Schultz  |  | Director  Doug Ford

|See accompanying notes. | Page 2
|----------------------- | ------

---

|International
      Gemini Technology Inc. Statements of Operations and Deficit 
      For the Years Ending December 31,
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------

|                             |   | 2003        |   |   | 2002        |   |   | 2001        |  
|---------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                             |   |             |   |   |             |   |   |             |  
|Revenue                      | $ | 3,000       |   | $ | 22,000      |   | $ | -           |  
|                             |   |             |   |   |             |   |   |             |  
|Expenses                     |   |             |   |   |             |   |   |             |  
|                             |   |             |   |   |             |   |   |             |  
|General and administrative   |   | 40,863      |   |   | 57,443      |   |   | 23,805      |  
|                             |   |             |   |   |             |   |   |             |  
|Loss before other item       |   | (37,863     | ) |   | (35,443     | ) |   | (23,805     | )
|                             |   |             |   |   |             |   |   |             |  
|Other item                   |   |             |   |   |             |   |   |             |  
|                             |   |             |   |   |             |   |   |             |  
|Interest income              |   | -           |   |   | 179         |   |   | 600         |  
|                             |   |             |   |   |             |   |   |             |  
|Loss for the year            |   | (37,863     | ) |   | (35,264     | ) |   | (23,205     | )
|                             |   |             |   |   |             |   |   |             |  
|Deficit, beginning of year   |   | (13,244,049 | ) |   | (13,208,785 | ) |   | (13,185,580 | )
|                             |   |             |   |   |             |   |   |             |  
|Deficit, end of year         | $ | (13,281,912 | ) | $ | (13,244,049 | ) | $ | (13,208,785 | )
|                             |   |             |   |   |             |   |   |             |  
|Loss per share               | $ | (0.004      | ) | $ | (0.004      | ) | $ | (0.003      | )
|                             |   |             |   |   |             |   |   |             |  
|Fully diluted loss per share | $ | (0.003      | ) | $ | (0.003      | ) | $ | (0.002      | )

|See accompanying notes. | Page 3
|----------------------- | ------

---

|International
      Gemini Technology Inc. Statements of Cash Flows 
      For the Years Ending December 31,
      (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------

|                                                            |   | 2003    |   |   | 2002    |   |   | 2001     |  
|----------------------------------------------------------- | - | ------- | - | - | ------- | - | - | -------- | -
|                                                            |   |         |   |   |         |   |   |          |  
|Cash provided by (used in):                                 |   |         |   |   |         |   |   |          |  
|                                                            |   |         |   |   |         |   |   |          |  
|Operating activities                                        |   |         |   |   |         |   |   |          |  
|                                                            |   |         |   |   |         |   |   |          |  
|Net income (loss)
      for the year                        | $ | (37,863 | ) | $ | (35,264 | ) | $ | (23,205  | )
|                                                            |   |         |   |   |         |   |   |          |  
|Changes in non-cash
      working capital balances (Note 7) |   | 39,226  |   |   | 80,571  |   |   | (105,603 | )
|                                                            |   | 1,363   |   |   | 45,307  |   |   | (128,808 | )
|Investing activity                                          |   |         |   |   |         |   |   |          |  
|                                                            |   |         |   |   |         |   |   |          |  
|Investment                                                  |   | -       |   |   | (46,024 | ) |   | -        |  
|                                                            |   |         |   |   |         |   |   |          |  
|Increase (decrease) during the year                         |   | 1,363   |   |   | (717    | ) |   | (128,808 | )
|                                                            |   |         |   |   |         |   |   |          |  
|Cash, beginning of year                                     |   | 596     |   |   | 1,313   |   |   | 130,121  |  
|                                                            |   |         |   |   |         |   |   |          |  
|Cash, end of year                                           | $ | 1,959   |   | $ | 596     |   | $ | 1,313    |  

|See accompanying notes. | Page 4
|----------------------- | ------

---

|International
      Gemini Technology Inc. Notes to the Financial Statements 
      December 31, 2003
      (Expressed in Canadian Dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|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)                                                                                                                                                                                                                                                                                                                                                     

Page 5

---

|International
      Gemini Technology Inc. Notes to the Financial Statements 
      December 31, 2003
      (Expressed in Canadian Dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|2. | Significant Accounting
        Policies(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | Financial Instruments
      The Companys financial instruments consist of
        cash, accounts receivable, investment, 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. | Investment
      The investment is recorded at cost and represents a
        3% interest in a private company, B.W.N. Oil Technologies Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5. | Related Party Transactions
      During the year ended December 31, 2003, a company in
        which a director has an interest charged the Company $36,000 (2002: $36,000,
        2000: $50,500) for rent and management fees. The unpaid portion of these
        amounts, plus additional advances and other amounts due to directors,
        aggregating $10,885 (2002: $77,562, 2001: $21,704) is included in accounts
        payable and accrued liabilities at December 31, 2003.
      A Company in which a director has an interest was charged
        $3,000 (2002: $12,000, 2001: $Nil) for consulting fees during the year
        ended December 31, 2003. The unpaid portion of these amounts, aggregating
        $Nil (2002: $98,940, 2000: $86,100) is included in accounts receivable
        at December 31, 2003.

Page 6

---

|International
      Gemini Technology Inc. Notes to the Financial Statements 
      December 31, 2003
      (Expressed in Canadian Dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|**6.** | Share Capital
|------ | -------------
|       |              
|       | a)           
|       |              
|       |              
|       |              
|       |              
|       |              
|       |              
|       |              
|       |              
|       |              
|       | b)           

| |                                    |  | 2003      |  | 2002       | 
| | ---------------------------------- |  | --------- |  | ---------- | 
| |                                    |  | Shares    |  | $          | 
| |                                    |  |           |  |            | 
| | Balance, beginning and end of year |  | 8,323,119 |  | 12,660,559 | 

| |  | ii) | Preferred shares
| |  | --- | ----------------

| |                                    |  | 2003    |  | 2002    | 
| | ---------------------------------- |  | ------- |  | ------- | 
| |                                    |  | Shares  |  | $       | 
| |                                    |  |         |  |         | 
| | Balance, beginning and end of year |  | 604,724 |  | 640,724 | 

|7. | Changes in Non-Cash Working Capital Balances Relating to Operations
|-- | -------------------------------------------------------------------

| |                                          |   | 2003    |   |   | 2002    |   |   | 2001     |  
| | ---------------------------------------- | - | ------- | - | - | ------- | - | - | -------- | -
| |                                          |   |         |   |   |         |   |   |          |  
| | Accounts receivable                      | $ | 109,479 |   | $ | (22,912 | ) | $ | (1,554   | )
| | Note receivable                          |   | -       |   |   | 46,024  |   |   | (46,024  | )
| | Accounts payable and accrued liabilities |   | (70,253 | ) |   | 57,459  |   |   | (58,025  | )
| |                                          |   |         |   |   |         |   |   |          |  
| |                                          | $ | 39,226  |   | $ | 80,571  |   | $ | (105,603 | )

Page 7

---

|International
      Gemini Technology Inc. Notes to the Financial Statements 
      December 31, 2003
      (Expressed in Canadian Dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------

|**8.** | Income Taxes
      The Company incurred an operating loss for the period
        of $37,863 (2002: $35,443) which, if unutilized will expire in 2010. Future
        tax benefits which may arise due to this loss has not been recognized
        in these statements, as its realization is not judged likely to occur.
      A reconciliation of income taxes at statutory rates
        with the reported taxes are as follows:
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                            |   | 2003    |   |   | 2002    |  
| | ------------------------------------------ | - | ------- | - | - | ------- | -
| |                                            |   |         |   |   |         |  
| | Loss for the year                          | $ | 37,863  |   | $ | 35,443  |  
| |                                            |   |         |   |   |         |  
| | Income tax recovery of statutory rates     | $ | 13,479  |   | $ | 12,617  |  
| |                                            |   |         |   |   |         |  
| | Unrecognized benefit of non-capital losses |   | (13,479 | ) |   | (12,617 | )
| |                                            |   |         |   |   |         |  
| | Total income taxes                         | $ | -       |   | $ | -       |  

| | The significant components of the Companys future income tax assets
      are as follows:
| | ------------------------------------------------------------------------------------------

| |                                                   |   | 2003       |   |   | 2002       |  
| | ------------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                                   |   |            |   |   |            |  
| | Future income tax assets:                         |   |            |   |   |            |  
| |                                                   |   |            |   |   |            |  
| | Non-capital losses carried forward                | $ | 34,294     |   | $ | 20,815     |  
| |                                                   |   |            |   |   |            |  
| | Research and development expenses carried forward |   | 1,220,128  |   |   | 1,220,128  |  
| |                                                   |   |            |   |   |            |  
| | Valuation allowance                               |   | (1,254,422 | ) |   | (1,240,943 | )
| |                                                   |   |            |   |   |            |  
| | Future income tax                                 | $ | -          |   | $ | -          |  

| | The Company has $96,332 in non capital losses which
        expire at various dates to the year ended December 31, 2010.
      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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 8

---