10QSB

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

FORM 10-QSB

(Mark One)

x  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 2004

¨  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______________ to ______________

Commission file number 000-49664

IKONA GEAR INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)

Nevada	88-0474903
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

Suite # 810 – 609 Granville Street
Vancouver, BC, Canada
V7Y 1G5
 (Address of principal executive offices)

(604) 685-5510
(Issuer's telephone number)

not applicable
(Former name, former address and former fiscal year, if changed since last report)

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes x  No ¨ 

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

23,621,232 common shares outstanding as of April 12, 2004

Transitional Small Business Disclosure Format (Check one): Yes ¨ No x 

INDEX

PART I

		Page
ITEM 1	PART 1 -- FINANCIAL INFORMATION
	CONSOLIDATED BALANCE SHEETS (Unaudited)	5
	CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)	6
	CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY(Unaudited)	7-8
	CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)	9
	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	10-17
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS
	OR RESULTS OF OPERATION	16-21
ITEM 3	CONTROLS AND PROCEDURES	21

PART II – OTHER INFORMATION

ITEM 2	CHANGES IN SECURITIES	21
ITEM 5	OTHER INFORMATION	21
ITEM 6	EXHIBITS AND REPORTS ON FORM 8-K	22
	SIGNATURE	23

2

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with generally accepted accounting principles in the United States of America.

3

IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)

Consolidated Financial Statements

February 29, 2004

The accompanying notes are an integral part of these consolidated financial statements.

4

IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Consolidated Balance Sheets

	February 29,			August 31,
	2004			2003
	(unaudited)			(audited)
ASSETS
Current:
Cash	$	393,112		$	2,226
Accounts receivable, net of allowance of $nil and $nil		32,630			-
Prepaid expenses		2,424			2,000
Advances to related party (Note 6)		14,598			28,467
Deferred taxes, net of valuation allowance of $383,700 and $248,300		-			-
Total current assets		442,764			32,693
Property and equipment (Note 5)		41,638			-
Patents and trademark rights (Note 4)		190,560			198,086
Total assets	$	674,962		$	230,779
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	87,418		$	-
Due to related parties (Note 6)		77,596			83,710
Total current liabilities		165,014			83,710
Stockholders' equity
Common stock (Note 7)
Authorized
100,000,000 shares, each with par value of $0.00001
Issued and outstanding
22,266,299 shares (August 31, 2003 – 15,041,633)		223			151
Additional paid-in capital		1,638,466			877,661
Accumulated deficit during the development stage		(1,128,741	)		(730,743	)
Total stockholders' equity		509,948			147,069
Total liabilities and stockholders' equity	$	674,962		$	230,779

The accompanying notes are an integral part of these consolidated financial statements.

5

IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)

	Cumulative
	Amounts
	From Inception			Three Months			Three Months			Six Months			Six Months
	(August 16, 2001)			Ended			Ended			Ended			Ended
	to			February 29,			February 28,			February 29,			February 28,
	February 29, 2004			2004			2003			2004			2003
REVENUES
Engineering services	$	124,768		$	46,711		$	-		$	80,461		$	-
EXPENSES
Amortization and
depreciation		41,764			4,623			4,127			8,750			8,254
Business development		228,336			62,860			21,675			108,692			21,675
Corporate finance		107,767			16,764			9,496			28,014			26,656
General and administrative		64,767			22,797			8,766			34,507			8,792
General consulting		13,122			-			-			-			-
Investor relations (Note 8)		52,008			52,008			-			52,008			-
Listing and filing fees		3,958			3,958			-			3,958			-
Professional fees		74,283			26,232			2,155			68,783			2,155
Research and development		613,648			68,710			(33,586	)		145,433			66,646
Travel and related		53,856			12,463			-			28,314			-
Total expenses		1,253,509			270,415			12,633			478,459			134,178
Net loss before income taxes		(1,128,741	)		(223,704	)		(12,633	)		(397,998	)		(134,178	)
Income taxes		-			-			-			-			-
Net loss for the period	$	(1,128,741	)	$	(223,704	)	$	(12,633	)	$	(397,998	)	$	(134,178	)
Basic and diluted net loss
per share				$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.01	)
Weighted average number of
common shares outstanding –
basic and diluted					21,719,369			13,887,593			22,266,299			13,858,383

The accompanying notes are an integral part of these consolidated financial statements.

6

IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Consolidated Statement of Stockholders’ Equity
(Unaudited)

							Accumulated
	Common Stock						Deficit
					Additional		During the
	Number of				Paid-in		Development
	Shares		Amount		Capital		Stage				Total
Balance at August 16, 2001 (inception)	-	$	-	$	-		$	-		$	-
Net loss for the period	-		-		-			(5	)		(5	)
Balance at August 31, 2001	-		-		-			(5	)		(5	)
Issuance of common shares on acquisition of patents
at $0.04 per share, September 2001	2,725,000		27		108,973			-			109,000
Issuance of common shares on acquisition of
trademark at $0.04 per share, September 2001	25,000		-		1,000			-			1,000
Issuance of common shares to founders at $0.00001
per share, October 2001	8,713,416		87		(17	)		-			70
Issuance of common shares for cash at $0.20 per
share, November 2001	263,665		3		52,730			-			52,733
Issuance of common shares for cash at $0.20 per
share, February 2002	1,286,335		13		257,253			-			257,266
Issuance of common shares for cash at $0.20 per
share, May 2002	393,750		4		78,746			-			78,750
Net loss for the year	-		-		-			(361,435	)		(361,435	)
Balance at August 31, 2002	13,407,166		134		498,685			(361,440	)		137,379
Issuance of common shares for cash at $0.20 per
share, November 2002	336,250		3		67,247			-			67,250
Issuance of common shares for corporate finance fees
at $0.20 per share, November 2002	85,800		1		17,159			-			17,160
Issuance of common shares for cash at $0.20 per
share, January 2003	175,000		2		34,998			-			35,000
Issuance of common shares for cash at $0.20 per
share, May 2003	175,000		2		34,998			-			35,000
Issuance of common shares for corporate finance fees
at $0.20 per share, May 2003	67,625		1		13,524			-			13,525
Issuance of common shares for cash at $0.20 per
share, July 2003	526,792		5		105,353			-			105,358
Issuance of common shares for corporate finance fees
at $0.20 per share, July 2003	7,500		-		1,500			-			1,500
Issuance of common shares for cash at $0.40 per
share, August 2003	251,250		2		100,498			-			100,500
Issuance of common shares for corporate finance fees
at $0.40 per share, August 2003	9,250		1		3,699			-			3,700
Net loss for the year	-		-		-			(369,303	)		(369,303	)
Balance at August 31, 2003	15,041,633	$	151	$	877,661		$	(730,743	)	$	147,069

--Continued --

The accompanying notes are an integral part of these consolidated financial statements.

7

IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Consolidated Statement of Stockholders’ Equity (Continued)
(Unaudited)

--Continued--

Recapitalization, October 2003	6,814,000		$	68		$	154,932	$	-		$	155,000
Shares cancelled, January 2004	(500,000	)		(5	)		5		-			-
Issuance of common shares for cash at $0.50 per
share, January 2004	290,000			3			144,997		-			145,000
Issuance of common shares for cash at $0.75 per
share (gross proceeds $465,500, net of issuance costs
of $29,225), February 2004	620,666			6			436,269		-			436,275
Stock-based compensation expense	-			-			24,602		-			24,602
Net loss for the period	-			-			-		(397,998	)		(397,998	)
Balance at February 29, 2004	22,266,299		$	223		$	1,638,466	$	(1,128,741	)	$	509,948

The accompanying notes are an integral part of these consolidated financial statements.

8

IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)

	Cumulative
	Amounts
	From Inception
	(August 16,			Six Months			Six Months
	2001) to			Ended			Ended
	February 29,			February 29,			February 28,
	2004			2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,128,741	)	$	(397,998	)	$	(134,178	)
Adjustments to reconcile net income to net cash used in
operating activities:
Amortization and depreciation		41,763			8,750			8,254
Investor relations fees paid by issuance of stock options		24,602			24,602			-
Consulting fees
paid by common stock		35,885			-			17,160
Change in operating assets and liabilities:
Accounts receivable		(32,630	)		(32,630	)		-
Prepaid expenses		(2,424	)		(424	)		-
Advances to related party		7,756			7,755			29,117
Accounts payable		87,418			87,418			(26,279	)
Cash used in operating activities		(966,371	)		(302,527	)		(105,926	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances received from the
Company prior to recapitalization		155,000			155,000			-
Due to related parties		(37,390	)		-			-
Issuance of common stock for cash		1,284,735			581,275			102,250
Cash provided by financing activities		1,402,345			736,275			102,250
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment acquired
for cash		(42,862	)		(42,862	)		-
Cash used in investing activities		(42,862	)		(42,862	)		-
NET INCREASE (DECREASE) IN CASH		393,112			390,886			(3,676	)
CASH AT BEGINNING OF PERIOD		-			2,226			3,709
CASH AT END OF PERIOD	$	393,112		$	393,112		$	33
CASH PAID FOR:
Interest		-			-			-
Income taxes		-			-			-

The accompanying notes are an integral part of these consolidated financial statements.

9

IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements February 29, 2004
(Unaudited)

Note 1 – The Company and Nature of Operations

Ikona Gear International, Inc. (previously Oban Mining, Inc.) (the “Company”) was incorporated in the State of Nevada on September 20, 2000. The Company is in business to develop and commercialize a unique, patented gearing technology. The Company is commercializing its patented technology in applications it establishes through developing joint ventures and entering into licensing agreements with strategic partners in vertical industrial markets. The Company is considered to be a development stage company as it has not generated significant revenues from operations.

Effective October 30, 2003, the Company consummated an Agreement and Plan of Reorganization (the “Agreement”) pursuant to which it acquired 100% of the issued and outstanding shares of common stock of Ikona Gear USA, Inc. (formerly Ikona Gear International, Inc.)(“Ikona USA”). Under the terms of the Agreement, the shareholders of Ikona USA received, pro rata, an aggregate of 15,041,633 shares of common stock of the Company in exchange for 100% of the outstanding shares of Ikona USA. A principal shareholder of the Company surrendered for cancellation 14,500,000 shares of common stock, which resulted in the Ikona USA shareholders acquiring shares representing approximately 70% of the total issued and outstanding shares of the Company. As a result, the transaction was accounted for as a recapitalization of Ikona USA.

The unaudited consolidated statements of operations, stockholders' equity and cash flows of the Company prior to October 30, 2003 are those of Ikona USA. The Company’s consolidated date of incorporation is considered to be August 16, 2001, the date of inception of Ikona USA. Following the acquisition, the Company changed its name from Oban Mining, Inc. to Ikona Gear International, Inc.

On October 31, 2003, the Company incorporated a wholly-owned subsidiary, Ikona Gear Corp. a British Columbia Corporation. These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America for interim financial information. The accompanying consolidated financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles. In the opinion of management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as at February 29, 2004, and for all periods presented, have been included. Interim results for the six-month period ended February 29, 2004 are not necessarily indicative of the results that may be expected for the fiscal year as a whole.

Note 2 – Going Concern

These consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. However, certain conditions noted below currently exist which raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The operations of the Company have primarily been funded by the issuance of common stock and advances from related parties. Continued operations of the Company are dependent on the Company's ability to complete additional equity financings or generate profitable operations in the future. Management's plan in this regard is to secure additional funds through future equity financings. Such financings may not be available or may not be available on terms reasonable to the Company.

		February 29,			August 31,
		2004			2003
Accumulated deficit during the development stage	$	(1,128,741	)	$	(730,743	)
Working capital (deficiency)	$	277,750		$	(51,017	)

The accompanying notes are an integral part of these consolidated financial statements.

10

IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements February 29, 2004
(Unaudited)

Note 3 – Significant Accounting Policies

Stock-based compensation

Statements of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to account for stock-based employee compensation using Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount employees are required to pay for the stock.

The Company accounts for stock-based compensation issued to non-employees in accordance with the provisions of SFAS 123 and the consensus in Emerging Issues Task Force No. 96-18, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services”.

The following table illustrates the effect on loss and loss per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation.

	Cumulative
	Amounts
	From
	Inception
	(August 16,			Six Months
	2001) to			Ended
	February 29,			February 29,
	2004			2004
Loss, as reported	$	(1,128,741	)	$	(397,998	)
Add: Total stock-based employee compensation    expense included in loss, as reported determined under APB 25, net of related tax effects		-			-
Deduct: Total stock-based employee compensation expense determined under fair    value based method for all awards, net of related tax effects		(93,590	)		(93,590	)
Pro-forma loss	$	(1,222,331	)	$	(491,588	)
Basic and diluted loss per share, as reported					(0.02	)
Basic and diluted loss per share, pro-forma					(0.02	)

There were no stock options issued prior to December 31, 2003.

The accompanying notes are an integral part of these consolidated financial statements.

11

IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements February 29, 2004
(Unaudited)

Note 4 – Patents and Trademark Rights

In September 2001, the Company acquired patent and trademark rights (the “Acquired Technology”) from Diversified Sciences Limited (“Diversified”) and Ikona Technologies Inc. (“Technologies”), two companies related by virtue of a common director, officer and significant shareholder. The patent rights relate to planetary gearing technology and consist of a United States patent, a Canadian patent and a European patent applicable in France, Germany, Great Britain, Italy, and Sweden. The US patent has a term of 17 years from the issue date and expires on April 9, 2013. The Canadian patent has a term of 20 years from the filing date and expires on July 29, 2014. The remaining patents have terms of twenty years from the date of filing the European patent and expire on July 26, 2015. The trademark acquired by the Company provides for the exclusive assignment of rights, title and interest in the trademark “IKONA Gear ^TM”.

The patent acquisition agreement with Diversified required the Company to issue 2,725,000 shares of common stock at a value of $109,000 to Diversified and pay $63,000 (Cdn$100,000) less Diversified’s tax credit recoveries of $18,900 (Cdn$30,000) relating to the patents.

The trademark acquisition agreement with Technologies required the Company to issue 25,000 shares of common stock at a value of $1,000 to Technologies, pay $62,000 to Technologies and repay amounts owing of $15,000 on behalf of Technologies.

The Acquired Technology was recorded by the Company at a cost of $231,100 and is being amortized over its remaining useful life. At February 29, 2004, the carrying value of the Acquired Technology, net of $40,540 (August 31, 2003 - $33,014) in accumulated amortization, is $190,560 (August 31, 2003 – $198,086).

Note 5 – Property and Equipment
	February 29,						August 31,
	2004						2003
			Accumulated		Net				Accumulated		Net
	Cost		Depreciation		Book Value		Cost		Depreciation		Book Value
Computers & Software	$	28,968	$	986	$	27,982	$	-	$	-	$	-
Furniture		11,010		39		10,971		-	-		-
R &D Equipment		1,983		199		1,784		-	-		-
Tools & Dies		901		-		901		-	-		-
	$	42,862	$	1,224	$	41,638	$	-	$	-	$	-

Note 6 - Related Party Transactions

In September 2001, the Company entered into an agreement with Ikona Gear (Canada) Inc. (“Ikona Canada”), a company controlled by a common director, officer and significant shareholder, whereby Ikona Canada provides certain research and development and related services to the Company. Under this agreement, the Company has advanced $14,598 (August 31, 2003 - $28,467) to Ikona Canada as an operating advance toward the payment of future invoices. The advance is short-term in nature and non-interest bearing.

Amounts due to related parties consisted of the following:
		February 29,		August 31,
		2004		2003
Diversified		15,558		21,862
Technologies		61,848		61,848
Laith Nosh, Director		190		-
	$	77,596	$	83,710

The accompanying notes are an integral part of these consolidated financial statements.

12

IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements February 29, 2004
(Unaudited)

Note 6 - Related Party Transactions (Continued)

The Company entered into the following transactions with related parties:

a)	Paid or accrued business development fees of $16,536 (2003 - $0) to a company controlled by a relative of a director of the Company.
b)	Paid or accrued business development fees of $17,781 (2003 - $0) to a company controlled by a director of the Company.
c)	Paid or accrued operating expenses of $0 (2003 - $100,232) to a company controlled by a director, officer and significant shareholder of the Company. These expenses are included in research and development, business development, corporate finance, and general and administrative expenses for the period.
d)	Paid or accrued corporate finance fees of $16,762 (2003 - $0) to a company related by a director of the Company.

These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties.

Note 7 – Common Stock

In September 2001, the Company issued 2,725,000 common shares at a value of $0.04 per share for $109,000 as partial consideration on acquisition of patent rights (Note 4).

In September 2001, the Company issued 25,000 common shares at a value of $0.04 per share for $1,000 as partial consideration on acquisition of a trademark (Note 4).

In October 2001, the Company issued 8,713,416 common shares to the founders of the Company at a price of $0.00001 per share for cash proceeds of $70.

In November 2001, the Company issued 263,665 common shares at a price of $0.20 per share for cash proceeds of $52,733.

In February 2002, the Company issued 1,286,335 common shares at a price of $0.20 per share for cash proceeds of $257,266.

In May 2002, the Company issued 393,750 common shares at a price of $0.20 per share for cash proceeds of $78,750.

In November 2002, the Company issued 336,250 common shares at a price of $0.20 per share for cash proceeds of $67,250.

In November 2002, the Company issued 85,800 common shares at a price of $0.20 per share for corporate finance fees of $17,160.

In January 2003, the Company issued 175,000 common shares at a price of $0.20 per share for cash proceeds of $35,000.

In May 2003, the Company issued 175,000 common shares at a price of $0.20 per share for cash proceeds of $35,000.

In May 2003, the Company issued 67,625 common shares at a price of $0.20 per share for corporate finance fees of $13,525.

In July 2003, the Company issued 526,792 common shares at a price of $0.20 per share for cash proceeds of $105,358.

In July 2003, the Company issued 7,500 common shares at a price of $0.20 per share for corporate finance fees of $1,500.

In August 2003, the Company issued 251,250 common shares at a price of $0.40 per share for cash proceeds of $100,500.

In August 2003, the Company issued 9,250 common shares at a price of $0.40 per share for corporate finance fees of $3,700.

In October, 2003, the Company acquired all the issued and outstanding capital stock of Ikona USA, which was accounted for as a recapitalization of the Company (Note 1). The issued number of shares of common stock is that of the Company with adjustments made for differences in par value between the Company and Ikona USA.

In January 2004, the Company cancelled 500,000 common shares at a price of $0.00001 per share.

The accompanying notes are an integral part of these consolidated financial statements.

13

IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements February 29, 2004
(Unaudited)

Note 7 – Common Stock (Continued)

In January 2004, the Company issued 290,000 common shares at a price of $0.50 per share for for cash proceeds of $145,000. In February 2004, the Company issued 620,667 units at a price of $0.75 per unit for cash proceeds of $436,275 (gross proceeds of $465,500 net of finders fees of $29,225). Each unit consists of one share of common stock and one-half of one non-transferable share purchase warrant whereby each whole warrant entitles the holder to acquire one additional share of common stock at a price of $3.00 per share for a period of one year.

Note 8 – Stock Options

On October 28, 2003, the Company adopted a stock incentive plan (the "2003 Stock Plan") to provide incentives to employees, directors and consultants. On October 28, 2003, the Company's stockholders approved the 2003 Stock Plan which provides for the issuance of up to 4,400,000 options with a maximum term of ten years. The board of directors has the exclusive power over the granting of options and their vesting provisions.

	2004
	Number of	Weighted Average
	Options	Exercise Price
Options outstanding, beginning of the year	-		-
Issued	391,000	$	0.65
Exercised	-		-
Expired	-		-
Options outstanding, end of the period	391,000	$	0.65
Weighted average fair value of options
granted in the year		$	0.52

The fair value of options granted to a consultant recognized during the current period of $24,602 (2003 - $ nil) has been recorded as investor relations fees in the consolidated statements of operations. The Company did not issue any stock options prior to December 1, 2003.

A summary of stock options outstanding at February 29, 2004 is as follows:
	Outstanding Options			Exercisable Options
		Weighted
		Average	Weighted		Weighted
		Remaining	Average		Average
		Contractual	Exercise		Exercise
Exercise Price	Number	Life	Price	Number	Price
$0.60	341,000	6.75 years	$0.60	130,125	$0.60
$1.00	50,000	6.75 years	$1.00	50,000	$1.00

The Company used the Black-Scholes option pricing model to compute estimated fair value, based on the following assumptions:

Risk-free interest rate	4.0%
Dividend yield rate	- %
Price volatility	106.1%
Weighted average expected life of options	7 years

The accompanying notes are an integral part of these consolidated financial statements.

14

IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements February 29, 2004
(Unaudited)

Note 9 - Segment Information

The Company’s operations were conducted in one reportable segment, being the development and commercialization of a unique patented gearing technology, primarily in Canada.

Note 10 – Subsequent Events

On March 29, 2004, the Company completed a private placement consisting of 1,354,933 units at a price of $0.75 per unit for proceeds of $1,016,200 (net $964,925 after issuance costs of $51,275). Each unit consists of one share of common stock and one-half of one non-transferable share purchase warrant whereby each whole warrant entitles the holder to acquire one additional share of common stock at a price of $3.00 per share for a period of one year.

The accompanying notes are an integral part of these consolidated financial statements.

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Item 2. Management's Discussion and Analysis or Plan of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this quarterly report, the terms "we", "us", "our", and "Ikona" mean Ikona Gear International, Inc. and our subsidiaries, unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".

Overview

IKONA is commercializing and further developing a patented gear technology that utilizes a newly-designed, patented tooth shape that enables performance characteristics that are substantially superior to existing commercially available planetary gearing systems. Since May 1, 2003, we have been engaged in a joint development agreement with Magna Advanced Technologies, exploring the viability of our technology for the global automotive parts market. We also entered into an agreement in March 2004 with Aircast Inc. to design and supply a gearing mechanism for their medical arm brace and for other braces that perform the function of human joints.

We were incorporated in the State of Nevada on September 20, 2000 as "Oban Mining, Inc.". On October 30, 2003, we acquired Ikona Gear International, Inc. ("IKONA"). As a result of the transaction, we changed our name to Ikona Gear International, Inc. and we changed the name of IKONA to Ikona Gear USA, Inc., a wholly-owned subsidiary of Ikona Gear International, Inc., (“the Company”). In connection with the name change, we were assigned a new ticker symbol by the NASD, and our common stock now trades on the OTC Electronic Bulletin Board under the symbol "IKGI."

On October 27 and October 30 of 2003, IKONA shareholders exchanged 100% of their 12,033,306 common shares for 15,041,633 common shares of Ikona Gear International which as of February 29, 2004 has 22,266,299 shares of common stock outstanding. Therefore, 68% of our current outstanding shares are held by IKONA shareholders in the form of one year restricted stock.

As of closing the IKONA acquisition, on October 30, 2003, we admitted the directors and controlling shareholders of IKONA (Laith Nosh, Dal Brynelsen, Barrie Freeke, and Simon Anderson) to our Board of Directors. On November 7, 2003, Raymond Polman joined our Board of Directors, and since then there have been no further additions to our board. On November 30, 2003 we formed an audit committee consisting of Laith Nosh and Simon Anderson, and we have deferred establishing a compensation committee. On January 22, 2004, Richard Achron, the previous President and sole director of Oban Mining, Inc. resigned as a director of the Company, and surrendered 500,000 shares of common stock.

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We have formed and organized a new wholly-owned subsidiary “Ikona Gear Corp.” to carry on operations in our Vancouver, Canada head office, located at Suite 810-609 Granville Street, Vancouver, B.C., Canada, V7Y 1G5.

On December 1, 2003 we entered into an Agreement with Raymond Polman for his services as our Chief Financial Officer. Also, on December 1, 2003, we entered into an agreement with Cazgeld Capital Corporation (the “Cazgeld Agreement”) to seek on a best efforts basis to raise $1.5 million of new capital for our company, and to provide investor relations consulting services to the Company.

The following discussion of our financial condition, changes in financial condition and results of operations for the six months ended February 29, 2004 and February 28, 2003 should be read in conjunction with our most recent IKONA audited annual financial statements dated August 31, 2003, filed under 8-K on December 12, 2003, the unaudited interim financial statements forming part of this quarterly report, and, in each case, the notes thereto.

Results of Operations

Six Month Period Ended February 29, 2004 compared with Six Month Period Ended February 28, 2003 and Three Month Period Ended February 29, 2004 (“Second Quarter 2004”) compared to Three Month Period Ended February 28, 2003 (“Second Quarter 2003”)

Operating expenses (excluding amortization and depreciation) were $469,709 for the six month period ended February 29, 2004 compared with $125,924 for the six month period ended February 28, 2003. Operating expenses (excluding amortization and depreciation) were $265,792 for the second quarter 2004 compared to $8,506 for the second quarter of 2003. The significant increase in operating expenses is due to increased travel for business development and fund raising purposes, as well as an increased level of general and administrative expenses required to support the business development, travel and investor relations, and the overheads associated with operating the public company, costs which did not exist in the prior year. Also, in the second quarter of 2003 operating expenses (excluding amortization and depreciation) were significantly less due to a one time credit of $82,559 from a vendor, Ikona Gear (Canada), due a tax credit received from the Government of Canada.

Revenues from operations

Engineering revenues increased to $80,461 for the six month period ended February 29, 2004 compared to none for the six month period ended February 28, 2003. Engineering revenues increased 38% to $46,711 for the second quarter 2004 compared to none for the second quarter of 2003. The increase in revenues was due to a $10,000 non-recurring engineering fee associated with services provided to Aircast Inc. for the design of a gear mechanism for their Mayo Clinic arm brace. Other than the $10,000 in revenues from Aircast Inc. we have realized revenues consistently quarter over quarter since May 1, 2003, coming from a single source Magna Advanced Technologies (“MAT”) with whom we have a contract which provides for CDN$15,000 ($11,175) per month in engineering gear design fees beginning May 1, 2003. Prior to the MAT contract we had no revenues and therefore none were reported for the second quarter 2003.

Business Development and Travel Expenses

Business development expenses increased to $108,692 for the six month period Ended February 29, 2004 compared with $21,675 for the six month period ended February 28, 2003. We have increased our business development expenses for the second quarter of 2004 from $21,675 to $62,860 for the second quarter of 2004. This significant increase is related to three trips to Europe during the quarter to introduce the Company to potential investors, and with business travel to Aurora, Ontario and Austria to service the MAT relationship. We also experienced increased travel expenses regarding our relationship with Aircast Inc. We travelled to San Francisco for the American Association of Orthopaedic Surgeons convention where Aircast was promoting their Aircast/Mayo Clinic Arm brace (incorporating patented Ikona Gearing technology). We expect these increased levels of business development expenses to continue as we continue to service our existing joint development relationships and to develop new ones.

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Investor Relations

Investor relations expenses increased to $52,008 for the six month period ended February 29, 2004 from $ nil for the six month period ended February 28, 2003. Investor relations expenses increased to $52,008 for the second quarter of 2004 from $ nil for the second quarter of 2003. The significant increase in investor relations expenses is due to costs associated with services provided by a public relations consultant to coordinate corporate awareness presentations in Europe, and with cash fees of CDN$3,000 per month ($2,235) paid to Cazgeld Capital Corporation (“Cazgeld”) plus a one-time non-cash compensation charge of $24,600 associated with 50,000 stock options granted at $1.00 per share to Cazgeld, and issued in the past three months.

Professional Fees

Professional fees increased to $68,783 for the six month period ended February 28, 2004 from $2,155 for the six month period ended February 28, 2003. Professional fees increased to $26,232 for the second quarter of 2004 from $2,155 for the second quarter of 2003. The significant increase in professional fees is due to increased audit and legal fees to get our company public listed in late October 2003, for additional audit services required for the year ended August 31, 2003, for legal services associated with the Aircast Inc. Licensing Agreement, and for quarterly reviews for the public company. We expect that these fees will continue at these levels as the company continues to experience a higher than normal level of professional services associated with raising additional capital through private placements.

Research and Development

We are currently conducting research and development through our Canadian subsidiary Ikona Gear Corp. Our activities consist of providing engineering design advice to MAT to jointly test prototypes being developed within a gearing laboratory at MAT’s Aurora, Ontario laboratory premises. We conducted development and design for Aircast Inc. in January and February 2004 related to developing a gearing mechanism for their Aircast/Mayo Clinic arm brace. We are also conducting research and development activities with an industrial gearing application for a wood plant. In addition we are continuing to model and enhance our core intellectual property through additional research and testing and associated software development. These activities consist of developing prototypes, testing the prototypes with various materials, various weight and torque loads, and monitoring the performance of our prototypes over time.

Over the next twelve months we will be focusing our efforts on entering into co-development agreements and royalty arrangements associated with commercializing industrial applications which will be tested in our lab and in the labs of our co-development partners. We anticipate that we will expend at least $600,000 on research and development over the twelve months ending February 28, 2005.

Purchase of Significant Equipment

We have invested approximately $43,000 in capital equipment over the past three months. This consisted of CAD Computing stations and associated Solidworks software, and furniture for new and existing employees. We intend to invest $50,000 into dedicated capital equipment for our Research and Development laboratory. As well, we anticipate that we will need to continue to supply CAD Computing stations (approximately $9,000 per engineer) for six new engineers as they are recruited over the approaching twelve months ending February 28, 2005.

Liquidity and Capital Resources

The Company has funded its operating requirements with capital resources received over the last quarter from private placements of $581,285 ($610,500 gross less $29,225 in issuance costs) completed in January and February 2004. We have also received further cash proceeds of $964,925 ($1,016,200 less issuance costs of $51,275) subsequent to February 29, 2004 and as at April 13, 2004. Combined these private placements total $1,626,700 (net $1,546,200 after issuance costs) and will satisfy our anticipated operating needs for the next 12 months.

We had working capital of $277,750 as of February 29, 2004. We anticipate that this working capital combined with additional funds of $964,925 raised through private placements between March 1, 2004 and March 29, 2004 will fund our operating plan for the next twelve months.

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Over the twelve-month period ending February 28, 2005, we anticipate that we will not need to raise additional funds to meet our existing and projected operating requirements. However, depending on short term milestones within our operating plan and favorable capital markets, management may seek additional funds to accelerate our operating plan in the coming months. We anticipate that these funds would be raised through additional sales of our equity securities and/or debt financing.

Over the past three months we have been financed with private placements with existing shareholders and high net worth individuals from private placements that we have closed in October 2003, and January and February of 2004. There are however no arrangements or commitments between the Company and our shareholders with respect to additional funding and there can be no assurances our shareholders will provide additional funding to us on acceptable terms, if at all.

Employees

We currently have five employees and four full-time consulting contractors. We anticipate hiring six additional employees in the next twelve months to meet the Company’s operating plan. Currently there are no plans to retain additional contractors.

Other results of operations

Coincident with closing the acquisition of IKONA in late October 2003 we received the resignation of Richard Achron as our Chief Executive Officer and the replacement of Mr. Achron by Mr. Laith Nosh, the President and CEO of Ikona Gear International, Inc. Mr. Achron resigned as a director in January 2004 and returned 500,000 shares of common stock to treasury at that time.

In November 2003 we relocated the Company’s corporate and administrative operations to a new suite in our existing office tower and we are now located at Suite 810, 609 Granville Street, in Vancouver, Canada. We also entered into a short-term lease arrangement for our Port Kells, Canada R&D gear laboratory. As a result of this relocation, our operating cost for rent and associated utilities is approximately $2,600 per month ($CDN 4,510). We are presently searching for a suitable location to combine our administrative and engineering personnel and we anticipate relocating our premises to a new location in the Vancouver lower mainland area some time in the next three months.

We do not consider any specific accounting policies to be critical to the economic success of the entity.

Certain risk factors

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties including those outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Risks Related to Our Business

Our revenues and operating results may fluctuate in future periods, which could adversely affect our stock price

The results of operations for any quarter are not necessarily indicative of results to be expected in future periods. We expect our stock price to vary with our operating results and, consequently, any adverse fluctuations in our operating

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results could have an adverse effect on our stock price. Our operating results have in the past been, and will continue to be, subject to quarterly fluctuations as a result of a number of factors. These factors include:

• the downturn in capital spending by customers or potential customers;
• the size and timing of joint development agreements, and delays in consummating or advancing such agreements;
• changes in the budget or purchasing patterns of customers or potential customers, changes in foreign country exchange rates;
• increased competition in the gear design and industrial markets;
• the introduction and market acceptance of new industrial gear technologies;\
• changes in operating expenses and personnel, and
• changes in general economic and geo-political conditions and specific economic conditions in the gear and industrial gearing markets.

Any of the factors, some of which are discussed in more detail below, could materially and adversely impact our operations and financial results, and consequently cause our stock price to fall.

Our expenditures are tied to the raising of new funds via private placements as well as anticipated revenues, and therefore imprecise forecasts may result in poor operating results.

Revenues are difficult to forecast because the market for new industrial gear technologies is uncertain and evolving.

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE NOT EARNED ANY SIGNIFICANT REVENUES SINCE OUR FORMATION WHICH MAKES IT DIFFICULT TO EVALUATE WHETHER WE WILL OPERATE PROFITABLY.

We are a development stage company with no current operations. Our wholly owned subsidiary Ikona Gear Corp. is primarily involved in the development of gearing products, and commercializing and further developing a patented gear technology that utilizes a newly-designed, patented tooth shape that enables performance characteristics that are substantially superior to existing commercially available planetary gearing systems. Neither Ikona Gear Corp., Ikona Gear USA, Inc. nor the Company has an historical record of significant sales and revenues nor an established business track record.

Unanticipated problems, expenses and delays are frequently encountered in attempting to develop a new business. Our ability to successfully develop, produce and sell our products and to eventually generate operating revenues will depend on our ability to, among other things:

- obtain the necessary financing to implement our business plan;
- develop a sales and marketing function either directly or through a business combination;
- successfully develop and market our patented gearing products, applications, and services; and
- successfully defend our patents to protect our technology from breaches by other gearing development companies.

Given our limited operating history, minimal sales and operating losses, there can be no assurance that we will be able to achieve any of these goals or become profitable.

WE HAVE A HISTORY OF NET LOSSES AND HAVE NOT EARNED ANY SIGNIFICANT REVENUES SINCE INCORPORATION, RAISING SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We incurred a loss for the year ended August 31, 2003 of $369,303 and a cumulative deficit of $730,743 to August 31, 2003. We have incurred a loss of $397,998 for the six months ended February 29, 2004. We have generated only $124,768 in revenues from our inception on August 16, 2001 to February 29, 2004. We have no assurances that revenues will increase and we anticipate increases in our operating costs will be necessary to sell our products and services. Consequently, we expect to incur operating losses and negative cash flow until our gearing products and/or joint development relationships can gain market acceptance sufficient to generate a commercially viable and sustainable level of sales, and/or additional non-recurring engineering service fees, or until other products or applications are developed and commercially released, and until sales of such products are made so that we are operating in a profitable manner. These circumstances raise substantial doubt about our ability to continue as a

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going concern, as described in an explanatory paragraph to our independent auditor's opinion on the August 31, 2003 financial statements, which form part of our report on Form 8-K, filed on December 12, 2003. To the extent that such expenses are not followed in a timely manner by additional capital inflows (as described below) and ultimately by increased revenues, our business, results of operations, financial condition and prospects would be materially adversely affected and our ability to continue as a going concern would be significantly in doubt.

WE ARE UNCERTAIN THAT WE WILL BE ABLE TO OBTAIN ADDITIONAL CAPITAL THAT MAY BE NECESSARY TO ESTABLISH OUR BUSINESS.

We have incurred a cumulative net loss for the period from August 16, 2001 (incorporation date of Ikona Gear USA, Inc.) to February 29, 2004 of $1,128,741. Even though we recently raised in excess of $1.6 million from private placements in January through March 2004, if we continue these losses and negative cash flows from operations, our ability to continue operations will be dependent upon the continued availability of capital from outside sources, unless and until we achieve profitability. We have no arrangements or commitments for additional capital, and there can be no assurance that capital will be available on acceptable terms, if at all.

Item 3 – Controls and Procedures

Based on their most recent evaluation, which was completed within 90 days of the filing of this Form 10-QSB, our Chief Executive Officer and our Chief Financial Officer believe the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Management has had to provide estimates of travel expenses for executives who have traveled extensively and been unable to render final approved travel expense claims, however management believes that over-riding management reviews and conservative estimates have resulted in sufficient and complete expenses being reported. We have also received assistance from our Board of Directors and our audit committee in providing short-term review procedures until such time as additional funding is provided to hire additional executives assistants to allow more timely submission of approved travel expense claims.

     Part II - OTHER INFORMATION

Item 2. Changes in Securities.

On January 27, 2003, we issued an aggregate of 290,000 unregistered shares of common stock at $0.50 per share to a total of eleven investors in offshore transaction, within the meaning of Rule 902, qualified as a non US Persons within the meaning of Rule 902 of the Securities Act of 1933, as amended (“Securities Act”). The shares, which were taken for investment purposes, were subject to appropriate transfer restrictions and restrictive legend, and were issued without registration under the Securities Act in reliance upon the exemption set forth in Regulation S thereunder.

On February 29, 2004, we issued 620,667 unregistered units consisting of one share of common stock and one-half warrant to purchase common stock at $3.00 per share for a period of one year. These 620,667 units were subscribed to at $0.75 per unit for gross proceeds of $465,500 (net $436,275 after $29,225 in issuance costs). The securities were sold to an aggregate of 29 investors, of which 28 qualified as non US Persons within the meaning of Rule 902, who acquired the securities in offshore transactions; and one investor who qualified as an “accredited investor” within the meaning of Rule 501 of Regulation D. The securities, which were taken for investment purposes and subject to appropriate transfer restrictions and restrictive legends, were issued without registration under the Securities Act in reliance upon the exemptions set forth in Regulation S and Regulation D, respectively, thereunder.

In January 2004, Richard Achron, a director and previous CEO of the Company, resigned from the board of directors and surrendered 500,000 shares of common stock to our treasury for cancellation.

Item 5. Other Information.

On April 7, 2003, the Company’s Board of Directors consisted of Mssrs. Laith Nosh, Dal Brynelsen, Barrie Freeke, Simon Anderson and Raymond Polman. Our Audit Committee consists of Simon Anderson, CA and Laith Nosh.

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Item 6. Exhibits and Reports on Form 8-K.

Reports of Form 8-K

Current report dated January 22, 2004 announcing the resignation of Mr. Richard Achron from the board of directors, and the return of 500,000 shares of common stock to treasury.

Exhibits Required by Item 601 of Regulation S-B

(10) Material Contracts
10.1	Aircast Inc. License Agreement – dated February 25, 2004.
(31) Section 302 Certifications
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32) Section 906 Certifications
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

IKONA GEAR INTERNATIONAL, INC.

By: /s/ Laith Nosh	By: /s/ Raymond L. Polman
Laith Nosh, President & CEO	Raymond L. Polman, CA, CFO
Date: April 13, 2004	(Principal Financial and Accounting Officer)
	Date: April 13, 2004

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SCHEDULE A

PATENTS AND PATENT APPLICATIONS

Jurisdiction	Patent No.
Canada	2,129,188
United States	5,505,668
Europe	0770192

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EX-10.1

LICENSE AGREEMENT

THIS LICENSE AGREEMENT is made as of February 25, 2004 by and between Ikona Gear International, Inc., a Nevada Corporation (including Aircast Incorporated, a New Jersey Corporation (“Licensee”),“Party” and “Parties”.

         BACKGROUND

         Licensor has rights to the Licensed Patents, as defined below.

         Licensee wishes to obtain a license under the Licensed Patents to practice the methods and processes described and claimed in the
Licensed Patents and to make, have made, use and sell Licensed Products, as defined below.

         Licensor wishes to grant such a license to Licensee on the terms and conditions of this Agreement.

         Licensor and Licensee have therefore agreed as follows.

1.  DEFINITIONS

         The following terms shall have the meanings indicated in this Agreement:

         1.1. “Agreement” means this Agreement, hereto.

         1.2. “Affiliate” means any company, corporation, controlling, or under common control with either Licensee or Licensor. For this purpose, “control” means direct or indirect beneficial the voting stock (or the equivalent) of such corporation or other business or having the right to direct, appoint or remove a majority or more of the members of its board of directors (or their equivalent), or having the power to control the general management of such company, corporation, business or entity, by contract, law or otherwise. Specifically, Licensor includes Ikona Gear Corp., a Canadian subsidiary company, and Ikona Gear USA, Inc., a US subsidiary company that holds the Licensed Patents.

         1.3. “Confidential Information” means any and all including all information relating to any technology, product, method, process or intellectual property of such Party (including, but not limited to, owned or licensed intellectual property rights, data, know-how, samples, technical and non-technical materials and specifications) as well as any business plan, financial information, research data or results, or other confidential commercial information of or about such Party. Notwithstanding the foregoing, information of or about a Party shall not be considered Confidential Information with respect to such Party to the extent that the Person possessing such information can demonstrate by written record or other suitable physical evidence that:

(i)	such information was lawfully in to the time such information was disclosed to such Person by the Party to whom the information relates;
(ii)	such information was developed by such Person independently of and without reference to Confidential Information;
(iii)	such information was lawfully obtained by such Person from a third party under no obligation of confidentiality to the Party to whom such information relates; or
(iv)	such information was at the time it was disclosed or obtained by such Person, or thereafter became, publicly known otherwise than through a breach by such Person of such Person's such information relates.

         1.4. “FDA” means the United States Food and 1.5. “ Licensed Improvement Patents” means any U.S. or application covering inventions made, in whole or in part, by Licensor that claims an improvement to the inventions claimed or disclosed in the Licensed Scheduled Patents.

         1.6. “Licensed Patents” means the Licensed Scheduled Improvement Patents.

         1.7. “ Licensed Product” means, ith respect to a given country, any medicalw equipment containing the Ikona Gear and functioning as or providing the functional equivalent of a human joint brace product the manufacture, regulatory-approved use or sale of which would, absent the license granted by Licensor to Licensee herein, infringe any Valid Claim of any Licensed Patent in that country. All Licensed Product shall clearly identify the Ikona Gear as "Ikona Gear Patented Technology".

         1.8. “Licensed Scheduled Patents” means any of international patents those U.S. and patent applications described on Schedule 1.8 and any divisional, continuation or continuation-in-part thereof or substitute therefor, any foreign patent applications corresponding to any such patent applications, and any U.S. or foreign patent or the equivalent thereof issuing there from or any reissue, renewal or extension thereof.

         1.9. “Net Sales” means in any case where any commercially disposed of by Licensee ngth sale to anor its independent third party, the number of units sold for such Licensed Product, less permitted deductions for credit or allowance units given or made for rejections or return of any previously sold Licensed Product. Transfers of Licensed Products intended solely for use as samples or noncommercial testing or clinical trials without financial remuneration to Licensee or its Sublicensees shall be excluded from Net Sales.

         1.10. “Party” means each party to this Agreement and permitted assigns.

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         1.11. “Person” means any natural person or legal

         1.12. “PMA or equivalent” means (a) a single premarket premarket approval applications for regulatory approval to market and sell a Licensed Product in the United States, filed by Licensee with the FDA or any successor agency having the administrative authority to regulate the approval for marketing and sale of new medical device products, or (b) any application or notification comparable to those set forth in (a) that may be filed in any country with regulatory authorities having jurisdiction comparable to that of the FDA.

         1.13. “Regulatory Approval” means, as applicable, (a) or equivalent and satisfaction of related applicable FDA registration and notification requirements (if any) or, in any foreign country, approval by regulatory authorities having jurisdiction over such country of a PMA or equivalent filed by Licensee together with any other approval, certification and/or registration necessary to make and sell in such country a Licensed Product, including, where applicable, satisfactory labeling and pricing approval, and, if necessary for commercialization of the such Licensed Product, governmental or third party reimbursement approval and/or inclusion of the Licensed Product on any governmental formularies effective in such country.

         1.14. “Sublicensee” means any Person to whom or all of the rights granted to Licensee under this Agreement.

         1.15. “Valid Claim” m eans a claim of an issued and unexpired patent that has not been held permanently revoked, unenforceable or invalid by a decision of a court or other government agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and that has not been admitted to be invalid or unenforceable through reissue or disclaimer or otherwise.

2.  LICENSE

         2.1. Grant of License. Licensor hereby grants to Licensee for the term of this Agreement, an exclusive, worldwide, royalty-bearing license under the Licensed Patents, including the right to grant sublicenses, to practice all methods and processes claimed or disclosed in the Licensed Patents as applicable in the field of medical equipment containing the Ikona Gear and functioning as or providing the functional equivalent of a human joint brace, and to make, have made, use, offer to sell and sell Licensed Products.

         2.2. Sublicensing. Licensee shall have the right to grant sublicenses consistent with the terms and conditions of this Agreement; provided, however, that Licensee shall be responsible for the operations of any sublicensee relevant to this Agreement as if such operations were carried out by Licensee itself, including (without limitation) the payment of any royalties or other payments provided for hereunder, regardless of whether the terms of any sublicense provides for such amount to be paid by the sublicensee directly to Licensor. Licensor shall be provided copies of any sublicensing agreements; provided, however, that Licensee may redact any portion of any such sublicensing agreement that does not specifically relate to the sublicense of the Licensed Patents.

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         2.3. Restriction on other Rights. No license is granted to any right not specifically listed or referenced in this Agreement.

         3.  CONSIDERATION, RECORD-KEEPING AND PAYMENTS

         3.1. Payments and Other Consideration. In exchange for execution of this Agreement, Licensee shall pay or cause to be paid to Licensor an up-front payment of US$10,000. Additionally, within thirty (30) days of the end of each calendar quarter in which any Net Sales occur, Licensee shall pay or cause to be paid to Licensor a royalty equal to US$2.50 per unit of all Net Sales of any arm brace, and a royalty payment for any other human joint brace which is proportional to the royalty of the arm brace (US$2.50) times the greater of (a) the wholesale price of the other human joint brace divided by the wholesale price of the arm brace, or (b) one (“Royalty Payments”).

         3.2. Reports. Within thirty (30) days of the end of each calendar quarter, Licensee shall deliver to Licensor a true and accurate report, giving such particulars of the business conducted by Licensee and any Sublicensees during the preceding quarter under this Agreement as are pertinent to an accounting for any royalty or other payments hereunder. If no payments are due, it shall be so reported. For purposes of determining when a sale of Licensed Product occurs, the sale shall be deemed to occur on the date of invoice to the purchaser of the Licensed Product.

         3.3. Termination of Obligation. Licensee's obligation to the Net Sale of any Licensed Product shall terminate on a country-by-country basis, upon the expiration of all Licensed Patents applicable to the manufacture, use or sale of such Licensed Product.

         3.4. Records. During the term of this Agreement and for three years thereafter, Licensee shall keep complete and accurate Licensed Products and such other matters as may affect the determination of any amount payable to Licensor hereunder in sufficient detail to enable certified public accountants engaged by Licensor to determine any amounts payable to Licensor under this Agreement. Licensee shall permit certified public accountants engaged by Licensor, at Licensor's provided below), to examine not more than once in any twelve-month period its books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this Agreement or the accuracy of any amount payable hereunder. Licensee shall also permit Licensor or its representatives to examine periodically any documents relating to its sublicensing of the Licensed Patents during regular business hours.

         3.5. Form of Payment; Taxes. All amounts payable to Licensor hereunder shall be payable in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Licensee shall be responsible for the payment of all withholding taxes imposed by any country on any royalty or other payment payable to Licensor hereunder and the percentage or other amounts payable to Licensor hereunder shall not be reduced to reflect the payment of any such withholding tax. All amounts payable to Licensor hereunder shall be payable in United States dollars at such place as Licensor may reasonably designate.

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4.  PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

         4.1. Patent Prosecution. Licensor shall provide written notice to Licensee of the conception or reduction to practice of any potentially patentable invention that could be the subject of an application for a Licensed Improvement Patent within ten (10) days after such conception or reduction to practice. In addition, Licensor shall inform Licensee of any matters that may affect the preparation, filing, prosecution and maintenance of such patents or patent applications.

         4.2. Confidential Information. Each Party shall maintain the Confidential Information of the other Party in confidence, and shall not disclose, divulge or otherwise communicate such Confidential Information to others, or use it for any purpose, except pursuant to, and in order to carry out, the terms and objectives of this Agreement or with the express written consent of Party who provided such Confidential Information. Each Party also hereby agrees to prevent and restrain the unauthorized disclosure of such Confidential Information by any of its directors, officers, employees, consultants, sub-contractors, sub-licensees or agents. The provisions of this paragraph shall not apply to any Confidential Information of a Party which is required to be disclosed by another Party to comply with any applicable laws or regulations, but only to the extent required by such law or regulation and further provided that the Party making any disclosure pursuant to the provisions of this sentence shall provide prior written notice of such disclosure to the other Party sufficiently in advance of such disclosure to allow such other Party to respond and to take reasonable and lawful action to avoid and/or minimize the degree of such disclosure. Notwithstanding the foregoing, Licensee shall be permitted to provide to applicable regulatory authorities any information provided to Licensee pursuant to Section 5.2 for the purposes set forth therein.

         4.3. Infringement by Third Parties. Each Party shall promptly advise the other in writing of any infringement or suspected infringement of any of the rights under the Licensed Patents licensed hereby that Licensed Rights cover a Licensed Product (the Licensed Rights”) by a third party (an "Infringement"). In the case of any Infringement of any Licensed Rights by any third party (an “Infringer”) during the term of this Agreement, obligation, under Licensee's icensee's expense, to own control Infringement of the Licensed Rights, or to defend the Licensed Rights in any declaratory judgment action brought by third parties which alleges the invalidity, unenforceability or noninfringement of the Licensed Rights under the Licensed Patents and to otherwise enforce such Licensed Rights or such other intellectual property right. Licensor shall assist Licensee as reasonably requested, at Licensee's expense, Infringer. Any amount recovered as a result of any action taken by Licensee hereunder shall be first applied to reimbursing Licensee for its out-of-pocket expenses incurred in connection therewith and the remainder, if any, shall be divided appropriately between Licensee and Licensor with reference to the relative monetary injury suffered by each of them by reason of the infringement for which said amounts are recovered. If, following reasonable notice from the Licensor, Licensee shall fail to take any action against any Infringer which Licensor may reasonably deem necessary or desirable to prevent such Infringement, or to recover damages therefor, in addition to any other remedy available to it, Licensor may, upon notice to Licensee, take any steps Licensor may deem appropriate against such Infringer Licensee shall assist Licensor, at Licensor's

- - - 5 - -

action against any such Infringer. Any amount recovered as a result of any such action taken by Licensor shall first be applied to reimbursing Licensor for its out-of-pocket expenses incurred in connection therewith and the remainder, if any, shall be divided appropriately between Licensee and Licensor with reference to the relative monetary injury suffered by each of them by reason of the infringement for which said amounts are recovered. Neither Party may settle or compromise any such suit or action for Infringement pursuant to this section without the written consent of the other Party, which consent shall not be unreasonably withheld or delayed. This paragraph shall survive the termination or expiration of this Agreement.

         4.4. Infringement of Third Party Rights. Licensee shall promptly advise Licensor in writing of any notice or claim of any infringement and of the commencement against it of any suit or action for infringement of a third party patent made or brought against Licensee and based upon or arising under the license granted obligation to make royalty payments hereunder shall be suspended during the period such claim is outstanding, and Licensee shall have at all times the right either to:

(i)	request but not compel that Licensor enter into negotiation with such third party to obtain rights for Licensee under the third party patent;
(ii)	request but not compel that Licensor defend such claim, suit or action at Licensor's expense; or
(iii)	provided neither action specified in subsections (i) and (ii) above have been taken by Licensor, and provided no settlement is reached with such third party within a reasonable time, terminate this Agreement.

         Licensor shall not be obligated to enter into negotiations with such third party to obtain rights for Licensee under the third party patent nor obligated to defend such claim, suit or action. If Licensor, in its sole discretion, elects to enter into negotiations with such third party to obtain rights for Licensee under the third party patent or if Licensor, in its sole discretion, elects to undertake at its own expense the defense of any such claim, suit or action, Licensee shall render Licensor all reasonable assistance, at negotiations or in the defense of any such claim, suit or action. Licensor has the primary right to control the defense of any such claim, suit or action by counsel of its own choice, suit or action in respect of which Licensee is a defendant by counsel of its own choice. The Parties agree to cooperate reasonably in any such defense.

         Notwithstanding the foregoing, if Licensor has not within 30 days (or such lesser period of time as is necessary to avoid entry of a default judgment against Licensor or Licensee) from the date of receipt of request from Licensee, either entered into negotiations with such third party to obtain rights for Licensee under the third party patent or initiated legal action to defend such claim, suit or action, Licensee shall have the right to enter into such negotiations or defend such claim, suit or action. Licensee shall be entitled to deduct all reasonable out-of-pocket expenses (including legal fees) incurred in entering into such negotiations or defending such claim, suit or action from royalties due Licensor. Licensee shall not settle or compromise any such suit or action without the written consent of Licensor, which consent shall not be unreasonably withheld or delayed.

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5.  OPERATIONS UNDER THE LICENSE

         5.1. Compliance with Law. Licensee shall comply with all government statutes and regulations that relate to Licensed Products, including, but not limited to, FDA statutes and regulations and the Export Administration amended, and the regulations promulgated thereunder, and any applicable similar laws and regulations of any other country.

         5.2. Cooperation with Regulatory Filings and Approvals. Licensor shall, at Licensee's request and at no additional cost to Licensee, cooperate with Licensee and provide to Licensee all reasonable assistance and research data, research results and other information that Licensor possesses as necessary for Licensee to make regulatory filings, obtain and maintain regulatory approvals and satisfy other regulatory requirements, including any FDA filings, approvals and requirements, required in order for Licensee or any of its Sublicensees to develop, manufacture, commercialize and sell any proposed Licensed Product. Licensor further agrees not to make any such information available to any third party for the purpose of developing, manufacturing, commercializing or selling any medical equipment containing the Ikona Gear and functioning as or providing the functional equivalent of a human joint brace or for obtaining regulatory approvals in furtherance of any of the foregoing.

6.  INDEMNIFICATION; INSURANCE; WARRANTY DISCLAIMER

6.1. Indemnification.

         6.1.1. Licensee shall indemnify, defend and hold harmless Licensor, its employers, their trustees, officers, medical and professional staff, employees, and agents and their respective successors, ndemnitee”),heirs liability, damage, loss, or expense litigation) to the extent incurred by or imposed upon any Indemnitee in connection with any claims, suits, actions, demands or judgments for death, illness, personal injury, property damage and improper business practices arising out of the manufacture, sale, use or other disposition of Licensed Products, provided, however, that, in each case, the Indemnitee gives prompt notice to Licensee of any such claim or action, tenders the defense of such claim or action to Licensee defending such claim or action and does not compromise or settle such claim or action without Licensee's prior written consent

         6.1.2. Licensee's indemnification under 6 liability, damage, loss or expense to the extent that it is attributable to the negligence, reckless misconduct or intentional misconduct of the Indemnitee or to a breach by Licensor of its obligations under this Agreement or to the extent that any delay by the Indemnitee to notify Licensee of any claim or ability to defend such claim or action.

         6.1.3. Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party, its employers, their trustees, directors, officers, medical and professional staff, employees, and agents and their respective successors, heirs and assigns (each an

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“Indemnitee”), against , or expense (including reasonableany liability, attorneys' fees and expenses of litigation) Indemnitee as a result of or in connection with any actual or alleged breach or default by the Indemnitor of any representation, warranty or covenant of the Indemnitor set forth herein, provided, however, that, in each case, the Indemnitee gives prompt notice to the Indemnitor of any such claim or action, tenders the defense of such claim or action to the Indemnitor and assists the Indemnitor at Indemnitor's expense in defending such claim or action and does not compromise or settle such claim or action without Indemnitor's prior written consent.

         6.1.4. An Indemnitor's indemnification under6.1.3 above shall not apply to any liability, damage, loss or expense to the extent that it is attributable to the negligence, reckless misconduct or intentional misconduct of an Indemnitee or to a breach by an Indemnitee (or if the Indemnitee is not the Licensor or the Licensee, then by the Licensor or the Licensee, as the case may be) of its obligations under this Agreement or to the extent that any delay by the Indemnitee to notify the Indemnitor of any claim or action adversely affects Indemnitor's rights or ability to defend such claim or action.

         6.1.5. This Section 6.1 shall survive expiration or termination of this Agreement.

         6.2. Insurance. Licensee shall, at its sole cost and expense, either obtain or maintain in effect sufficient liability insurance to cover Licensee for its liability arising from the manufacture, use or sale of the Licensed Products. Licensee shall maintain such liability coverage continuously in effect during the term of this Agreement. Licensor shall not in any way, for any reason, be liable to Licensee or to any third party for legal claims arising from manufacture, use, application or sale of the Licensed Products by Licensee. Licensor shall, at its sole cost and expense, either obtain or maintain in effect sufficient liability insurance to cover Licensor for its liability arising from the malfunction of the gear due to elements of its design, gross negligence or intentional acts. However, Licensor shall not be responsible for any liability claims that may be made in respect of the Licensed Product because such liability risks directly result from a design modification -licensee, ION Design, LLC, as such areof Licensee's beyond the control of Licensor.

         6.3. Representations and Warranties. Licensor hereby represents, warrants and covenants to Licensee as follows:

(i)

Licensor, to the best of its knowledge, is the sole and exclusive owner of the Licensed Patents and the sole and exclusive inventor of the inventions described therein;

(ii)

No third party has notified Licensor of any claim of infringement by Licensor, or any of its respective employees or consultants, of any patents or other intellectual property rights of others in connection with the methods or processes described in the Licensed Patents and to the best of Licensor's knowledge, the methods and processes described in the Licensed Patents does not infringe any patents or other intellectual property rights of others; and

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(iii)	No interference or opposition proceeding is pending or threatened relating to the Licensed Patents.
(iv)	To the best of Licensor's knowledge, this agreement by Licensor does not and will not conflict with, cause a default under or violate any existing contractual obligation that may be owed by Licensor to any third party.
7. TERM AND TERMINATION
7.1. Term. Unless terminated earlier under the provisions of this Agreement, this Agreement will expire when Licensee has no further obligation to make or cause to be made any Royalty Payment or Sublicensee Payments under Sections 3.1.1 or 3.1.2 of this Agreement.
7.2. Termination by Licensor.
7.2.1. Licensor shall have the right to terminate this Agreement and the license granted hereunder upon the happening of any of the following events:
(i)	Licensee fails to pay or cause to be paid any royalty or other payment which has become due to Licensor under Section 3 of this Agreement, within sixty (60) days after receiving a written request from Licensor to make such payment or to cause such payment to be made;
(ii)	Licensee is in breach of or default under any other material provision of this Agreement and has not cured such breach or default within ninety (90) days after written notice from Licensor to Licensee specifying the nature of such breach or default.

7.3. Termination by Licensee. Licensee shall have the right to terminate this Agreement at any time upon ten notice. twenty (20) days'

7.4. Effect of Termination.

         7.4.1. Upon termination of this Agreement for any reason, nothing herein shall be construed to release either Party from any obligation that matured prior to the effective date of such termination.

         7.4.2. Upon any termination of this Agreement for any reason, the license granted under this Agreement shall terminate.

         7.4.3. The provisions of Sections 4.2 (Confidential Information), 4.3 (Infringement by Third Parties) (but only with respect to infringement occurring prior to termination), 6.1 (Indemnification), and 9 (General) shall survive termination of this Agreement for any reason.

          7.4.4. Licensee may, after termination of this Agreement, sell all Licensed Products which are in inventory at the time of termination, and complete and sell

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Licensed Products which Licensee can clearly demonstrate were in the process of manufacture at the time of such termination, provided that Licensee shall pay to Licensor any royalties due on the sale of such Licensed Products and shall submit reports, in accordance with this Agreement.

         7.4.5. Upon termination of this Agreement for any reason, any sublicense not then in default shall continue in full force and effect, except that the Licensor shall be substituted in place of the Licensee for purposes thereof.

         7.5. Limitation of Liability on Termination. Upon termination of this Agreement by Licensee, Licensee shall have no obligation to Licensor for compensation or for damages of any kind, whether on account of the loss by Licensor of present or prospective sales, investments or goodwill, advertising costs, supplies, like or unlike items, and Licensor hereby waives any rights which may be granted to it by statute or otherwise which are not granted to it by this Agreement.

8.  GENERAL

         8.1. Assignment. This Agreement shall be binding upon and shall inure to the benefit of each Party and each Party's respective provided, however, that neither Party shall have the right to assign this Agreement or its rights and obligations hereunder to any other Person without the prior written consent of the other Party, except as expressly provided in this paragraph. Licensee may assign or otherwise transfer this Agreement and the license granted hereby and the rights acquired by it hereunder in connection with a sale or other transfer of such Party's entire license granted hereby relates, provided, in all such cases, that any such assignee or transferee has agreed in writing to be bound by the terms and provisions of this Agreement. Any purported assignment in violation of the provisions of this paragraph shall be null and void.

         8.2. Entire Agreement/Amendments. This Agreement constitutes the entire and only agreement between the Parties relating to Licensed Patents, and all prior negotiations, representations, agreements and understandings are superseded hereby. No agreements amending, altering or supplementing the terms hereof may be made except by means of a written document signed by a duly authorized representative of each Party.

         8.3. Notices. Any notice, communication or payment required or permitted to be given or made hereunder shall be in writing and, except as otherwise expressly provided in this agreement, shall be deemed given or made and effective (i) when delivered personally; or (ii) when delivered by telex or telecopy (if not a payment); or (iii) when received if sent by overnight express or mailed by certified, registered or regular mail, postage prepaid, addressed to parties at their address stated below, or to such other address as such Party may designate by written notice in accordance with the provisions of this Section 8.3.

LICENSOR: Ikona Gear International, Inc.
Suite 810, 609 Granville Street
Vancouver, BC, V7Y1G5
ATTENTION: Laith Nosh

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LICENSEE: Aircast Incorporated
92 River Road
Summit, NJ 07901
ATTENTION: General Counsel

         8.4. Governing Law; Jurisdiction. This Agreement shall be construed and enforced in accordance with the domestic substantive laws of the State of Colorado without regard to any choice or conflict of laws rule or principle. The United States District Court for the State of Colorado shall have jurisdiction over any disputes arising under this Agreement, and each of the Parties hereby consents to such Court's exercise of jurisdiction. If either Party to this Agreement breaches any of the terms of this Agreement, then that Party shall pay to the non-defaulting Party all of the non-defaulting Party's costs and expenses, including attorneys fees, incurred by that Party in enforcing the terms of this Agreement.

         8.5. Headings. Headings included herein are for convenience only, and shall not be used to construe this Agreement.

         8.6. Independent Contractors. For the purposes of this Agreement and all services to be provided hereunder, each shall be, and shall be deemed to be, an independent contractor and not an agent, partner, joint venturer or employee of the other Party. Neither Party shall have authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other Party, except as may be explicitly provided for herein or authorized in writing.

         8.7. Use of Name. The Licensee agrees to display on its Licensed Product the logo of the Licensor and a phrase “patented Ikona suitable to both parties, and a reference to U.S. Patent No. 5,505,668. Both parties also agree to use the name of each other in press releases, public announcements or other publicity or advertising materials, providing written approval of the other Party. The Parties may agree on standard language that can be used in other public documents, which each Party may use without obtaining any subsequent consent from the other Party.

         8.8. Severability. If any clause or provision of this Agreement shall be found by a court of competent jurisdiction or rendered or by operation of any applicable law to be void, invalid or unenforceable, the same shall either be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of any other clause or provision of this Agreement, which shall remain in full force and effect.

         8.9. Language. The language of this Agreement shall be English and the Parties hereby waive, and agree that this Agreement shall be valid and enforceable notwithstanding, any requirement that it be written in or translated into any language other than English. If, for any

- - - 11 - -

reason, this Agreement is translated into a language other than English, the English language version shall be controlling for all purposes.

         8.10. UN Convention on Contracts for Sale of Goods. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

         8.11. Force Majeure. Neither Party shall be responsible or liable to the other Party for nonperformance or delay in performance of any terms or conditions of this Agreement due to acts or occurrences beyond the control of the nonperforming or delayed Party, including, but not limited to, acts of God, acts of government, wars, riots, strikes or other labor disputes, shortages of labor or materials, fires, and floods, provided the nonperforming or delayed Party provides to the other Party written notice of the existence of and the reason for such nonperformance or delay.

         8.12. No Waiver. Failure of either Party to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved or to terminate this Agreement arising out of any subsequent default or breach.

         8.13. Limitation of Liability. Except for indemnification for third party claims, neither Party shall be liable to the other Party for indirect, incidental or consequential damages arising out of any of the terms or conditions of this Agreement or with respect to its performance or lack thereof.

         8.14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original document, but all of which shall constitute the same agreement.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above.

IKONA GEAR INTERNATIONAL, INC. Licensor		AIRCAST INCORPORATED Licensee
By:	_________________________________	By:	_________________________________
Name:	_________________________________	Name:	_________________________________
Title:	_________________________________	Title:	_________________________________

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Schedule 1.8

LICENSED SCHEDULED PATENTS
The following patents and patent applications are the intended subject of this Agreement:
Jurisdiction of Issue	Patent Number	Countries Covered	Expiry Date
United States	5,505,668	United States	April 9, 2013
Canada	2,129,188	Canada	July 29, 2014
European Patent	0770192	France, Germany, Italy,	July 26, 2015
Convention		Great Britain and Sweden
### END of SCHEDULE ###

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Laith Nosh certify that:

1.	I have reviewed this Quarterly Report on Form 10-QSB of Ikona Gear International, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.	The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.  The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: April 13, 2004	/s/ Laith Nosh, CEO
	Laith Nosh, CEO, Principal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Raymond Polman, certify that:

1.	I have reviewed this Quarterly Report on Form 10-QSB of Ikona Gear International, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.	The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.  The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: April 13, 2004	/s/ Raymond L. Polman, CA
	Raymond L. Polman, CA, CFO, Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANACIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          This Certificate is being filed pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002. This Certification is included solely for the purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act and is not intended to be used for any other purpose. In connection with the accompanying Quarterly Report on Form 10-QSB of Ikona Gear International, Inc. for the quarter ended February 29, 2004, the undersigned hereby certify in their capacities as Chief Executive Officer and Chief Financial Officer of Ikona Gear International, Inc. that to their knowledge:

          1.     such Quarterly Report on Form 10-QSB of Ikona Gear International, Inc. for the quarter ended February 29, 2004, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

          2.     the information contained in such Quarterly Report on Form 10-QSB of Ikona Gear International, Inc. for the quarter ended February 29, 2004, fairly presents, in all material respects, the financial condition and results of operations of Ikona Gear International, Inc.

IKONA GEAR INTERNATIONAL, INC.

Dated: April 13, 2004	/s/ Laith Nosh
	Laith Nosh
	Chief Executive Officer
Dated: April 13, 2004	/s/ Raymond L. Polman
	Raymond L. Polman, CA
	Chief Financial Officer