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 May 31, 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	(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)

_______________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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:

24,083,659 common shares outstanding as of July 14, 2004

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

INDEX

		Page
PART I
ITEM 1	PART 1 -- FINANCIAL INFORMATION	3
	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
ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OR RESULTS OF OPERATION	4 - 7
ITEM 3	CONTROLS AND PROCEDURES	17
PART II – OTHER INFORMATION
ITEM 2	CHANGES IN SECURITIES	20
ITEM 5	OTHER INFORMATION	20
ITEM 6	EXHIBITS AND REPORTS ON FORM 8-K	21
	SIGNATURE	22
	CERTIFICATIONS

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.
(A Development Stage Company)

Consolidated Financial Statements

May 31, 2004

4

IKONA GEAR INTERNATIONAL, INC.
(A Development Stage Company)
Consolidated Balance Sheet
(Unaudited)

		May 31, 2004
ASSETS
Current:
Cash	$	1,370,776
Notes receivable (Note 4)		12,625
Accounts receivable		18,257
Prepaid expenses		13,974
Advances to related party (Note 7)		12,480
Deferred taxes, net of valuation allowance of $458,400		-
Total current assets		1,428,112
Property and equipment (Note 5)		41,513
Patents and trademark rights (Note 6)		187,162
Total assets	$	1,656,787
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	41,785
Due to related parties (Note 7)		19,818
Total current liabilities		61,603
Stockholders' equity
Common stock (Note 8)
Authorized
100,000,000 common shares, each with par value of $0.00001
Issued and outstanding
24,083,659 common shares		241
Additional paid-in capital		2,943,196
Accumulated deficit during the development stage		(1,348,253	)
Total stockholders' equity		1,595,184
Total liabilities and stockholders' equity	$	1,656,787

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

5

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

		Cumulative
		Amounts
		From Inception			Three Months Ended May 31,						Nine Months Ended May 31,
		(August 16,
		2001 to
		May 31, 2004)			2004			2003			2004			2003
REVENUES
Engineering services	$	158,413		$	33,645		$	-		$	114,106		$	-
EXPENSES
Amortization and
depreciation		49,781			8,017			4,126			16,767			12,380
Business development		283,624			55,288			17,167			163,980			38,842
Corporate finance		130,091			22,324			18,647			50,338			45,303
General and administrative		89,191			24,424			14,674			58,931			23,466
General consulting		13,122			-			9,540			-			9,540
Investor relations (Note 9)		61,143			9,135			-			61,143			-
Listing and filing fees		10,393			6,435			-			10,393			-
Professional fees		93,407			19,124			2,971			87,907			5,126
Research and development		683,104			69,456			61,375			214,889			128,021
Travel and related		92,810			38,954			-			67,268			-
		(1,506,666	)		(253,157	)		(128,500	)		(731,616	)		(262,678	)
Net loss before income taxes		(1,348,253	)		(219,512	)		(128,500	)		(617,510	)		(262,678	)
Income taxes		-			-			-			-			-
Net loss for the period	$	(1,348,253	)	$	(219,512	)	$	(128,500	)	$	(617,510	)	$	(262,678	)
Basic and diluted net loss
per share				$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)
Weighted average number of
common shares outstanding					23,743,684			13,887,593			22,814,079			13,858,383

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

6

IKONA GEAR INTERNATIONAL, INC.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficiency)
(Unaudited)

	Common Stock							Accumulated
								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		108,893			-			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.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficiency)
(Unaudited)
--Continued--

									Accumulated
	Common Stock								Deficit
							Additional		During the
	Number of						Paid-in		Development
	Shares			Amount			Capital		Stage			Total
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
Issuance of common shares for cash at $0.75 per share
(gross proceeds $1,016,201, net of issuance costs of
$51,275), March 2004	1,354,933			14			964,912		-			964,926
Issuance of common shares for cash at $0.75 per share
(gross proceeds $346,822, net of issuance costs of
$7,000), April 2004	462,427			4			339,818		-			339,822
Non-cash compensation expense	-			-			24,602		-			24,602
Net loss for the period	-			-			-		(617,510	)		(617,510	)
Balance at May 31, 2004	24,083,659		$	241		$	2,943,196	$	(1,348,253	)	$	1,595,184

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

8

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

		Cumulative
		Amounts
		From Inception			Nine Months Ended
		(August 16, 2001			May 31,
		to May 31,
		2004			2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,348,253	)	$	(617,510	)	$	(262,678	)
Adjustments to reconcile net income to net cash
used in operating activities:
Amortization and depreciation		49,781			16,767			12,380
Investor relations fees paid by stock options		24,602			24,602			-
Consulting fees paid by common stock		35,885			-			-
Change in operating assets and liabilities:
Accounts receivable		(18,257	)		(18,257	)		-
Prepaid expenses		(13,974	)		(11,974	)		-
Advances to related party		7,338			35,805			40,570
Accounts payable		41,785			41,785			-
Cash used in operating activities		(1,221,093	)		(528,782	)		(209,728	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances received from the
Company prior to recapitalization		155,000			155,000			-
Due to related parties		(121,100	)		(83,710	)		(4,118	)
Issuance of common stock		2,605,325			1,873,398			221,937
Cash provided by financing activities		2,639,225			1,944,688			217,819
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment acquired		(47,356	)		(47,356	)		-
Cash used in investing activities		(47,356	)		(47,356	)		-
NET INCREASE IN CASH		1,370,776			1,368,550			8,091
CASH AT BEGINNING OF PERIOD		-			2,226			3,709
CASH AT END OF PERIOD	$	1,370,776		$	1,370,776		$	11,800
CASH PAID FOR:
Interest		-			-			-
Income taxes		-			-			-

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

9

IKONA GEAR INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements May 31, 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 (deficiency) 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 May 31, 2004, and for all periods presented, have been included. Interim results for the nine-month period ended May 31, 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.

		May 31,
		2004
Accumulated deficit during the development stage	$	(1,348,253	)
Working capital	$	1,366,509

10

IKONA GEAR INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements May 31, 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, 2001) to			Nine Months
		May 31, 2004			Ended May 31, 2004
Loss, as reported	$	(1,348,253	)	$	(617,510	)
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		(120,563	)		(120,563	)
Pro-forma loss	$	(1,468,816	)	$	(738,073	)
Basic and diluted loss per share, as reported					(0.03	)
Basic and diluted loss per share, pro-forma					(0.03	)

There were no stock options issued prior to December 1, 2003.

11

IKONA GEAR INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements May 31, 2004
(Unaudited)

Note 4 – Notes Receivable

In March 2004, the Company received subscriptions from two individuals and accepted promissory notes as consideration for units issued. The promissory notes were accepted from two private individuals who are related to two officers of the Company (see Note 7f), and were secured by the stock in the Company to which the individuals subscribed. The promissory notes were due and receivable in May 2004 (see Note 11).

Note 5 – Property and Equipment

				May 31,
				2004
				Accumulated		Net
		Cost		Depreciation		Book Value
Computers and Software	$	33,621	$	4,802	$	28,819
Furniture		10,851		581		10,270
R &D Equipment		1,983		347		1,636
Tools & Dies		901		113		788
	$	47,356	$	5,843	$	41,513

Note 6 – Patents and Trademarkdemark 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 May 31, 2004, the carrying value of the Acquired Technology, net of $43,938 in accumulated amortization, was $187,162.

12

IKONA GEAR INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements May 31, 2004
(Unaudited)

Note 7 - 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 $12,480 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:

		May 31,
		2004
Laith Nosh, Director	$	6,259
Nomadic Enterprises Corp. (a company related by a director of the Company)		7,972
110980 Investments Ltd. (a company controlled by a relative of a director of  the Company)		5,587
	$	19,818

The Company entered into the following transactions with related parties during the nine month period ended May 31, 2004:

a)	Paid the balance of $61,848 owing to Technologies pursuant to the purchase of the "Ikona Gear" trademark (Note 5).
b)	Paid or accrued business development fees of $38,999 (2003 - $0) to a company controlled by a relative of a director of the Company.

c)	Paid or accrued business development fees of $42,216 (2003 - $0) to a company controlled by a director of the Company.
d)	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.
e)	Paid or accrued corporate finance fees of $42,838 (2003 - $0) to a company related by a director of the Company.
f)	Issued 16,833 units at a price of $0.75 per unit for notes receivable of $12,625 from individuals related to officers 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 8 – 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 6).

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 6).

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.

13

IKONA GEAR INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements May 31, 2004
(Unaudited)

Note 8 - Common Stock (Continued)

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.

In January 2004, the Company issued 290,000 common shares at a price of $0.50 per share for cash proceeds of $145,000.

In February 2004, the Company issued 620,666 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.

In March 2004 the Company issued 1,354,933 units at a price of $0.75 per unit for cash proceeds of $964,926 (gross proceeds of $1,016,201 net of finders' fees 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.

In April 2004 the Company issued 462,427 units at a price of $0.75 per unit for cash proceeds of $339,822, which includes notes receivable of $12,625 collected in June 2004 (gross proceeds of $346,822 net of finders' fees of $7,000). 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.

14

IKONA GEAR INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements May 31, 2004
(Unaudited)

Note 9 – Stock Options and Warrants

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
			Weighted
	Number of		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 statement of operations. The Company did not issue any stock options prior to December 1, 2003.

A summary of stock options outstanding at May 31, 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	6.50 years	$   0.60	130,125	$   0.60
$   1.00	50,000	6.50 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

Warrants

			Exercise	Expiry
Issuances	Issued	Outstanding	Price	Date
February 29, 2004	310,332	310,332	$3.00	February 29, 2005
March 29, 2004	677,469	677,469	$3.00	March 29, 2005
April 30, 2004	231,215	231,215	$3.00	April 30, 2005
Total outstanding	1,219,016	1,219,016

15

IKONA GEAR INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements May 31, 2004
(Unaudited)

Note 10 - 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 11 – Subsequent Events

In June 2004, the Company entered into a premises lease for a new office location for a period of 36 months commencing August 1, 2004. The premises lease commits the Company to a net annual rental expense of $36,969 (C$49,623) and additional annual operating costs estimated at $14,048 (C$18,857) for a period of three years with an option to extend the period to a further three years. The Company provided a deposit of three months of rent equalling $12,754 (C$17,120) of which two of the three months will be applied to rent in the final two months of the three year lease term.

In June 2004, notes receivable in amount of $12,625 were repaid.

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

Overview

We are commercializing our unique, patented gearing technology (the "Ikona Gearing System"). The Ikona Gearing System utilizes a unique, newly designed, patented tooth shape which enables gears to be much smaller, lighter, stronger and more energy efficient, with zero backlash, while allowing the highest single stage reduction ratio currently available on the market. In high-ratio applications the Ikona Gearing System can replace multiple stage gearing systems with a single stage reduction ratio and is thus more cost effective to manufacture.

Our business strategy is based on building partnerships based on the strength of our technology. Our business model is to develop joint ventures and licensing agreements with leading industry partners. These partnerships will allow us to develop royalty and licensing revenue streams and to participate in revenues generated from the sale of products stemming from the joint ventures.

Our goal is to capture 5% of the multi-billion dollar gear market within seven to ten years (worldwide sales are in the order of $45 billion annually). Our goal in the current operating year is to enter into licensing agreements in three distinctly different vertical markets, with distinctly different business associates, where we will prove the technological advantages of our patented gearing technology in applications that generate revenues for us.

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."

Results of Operations

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

Three Month Period Ended May 31, 2004 ("Third Quarter 2004") compared to Three Month Period Ended May 31, 2003 ("Third Quarter 2003") and Nine Month Period Ended May 31, 2004 compared with Nine Month Period Ended May 31, 2003

Operating Results

REVENUES. Revenues are generated from the provision of engineering services. In the three and nine months ended May 31, 2004, we generated revenues of $33,645 and $114,106. In the three and nine months ended May 31, 2003, we generated no revenues. Engineering services revenues in the current period relate to services provided to two customers, Magna Advanced Technologies ("MAT") and Aircast Inc. ("Aircast"). MAT has a services agreement that commits them to provide us approximately $11,175 (CDN$ 15,000) per month from May 1, 2003 to April 30, 2004 (extended on April 28, 2004 to cover May 1, 2004 to August 31, 2004). In February 2004, Aircast paid us $10,000 of gear design fees and committed to provide royalties of $2.50 per unit for each of their arm braces sold that incorporate our Ikona Gear. We have received one royalty cheque from Aircast for $270 covering a two week period in March 2004.

AMORTIZATION AND DEPRECIATION. We record amortization expense on our capitalized patents and trademark costs and depreciation on our property and equipment. In the three and nine months ended May 31, 2004, we recorded depreciation and amortization expense of $8,017 and $16,767, respectively. In the comparative periods, we recorded amortization and depreciation expense of $4,126 and $12,380 for the three and nine months ended May 31,

17

2003. The increase in expense reflects depreciation associated with $47,356 of purchases of depreciable equipment made in the current year, whereas there was no depreciable equipment in the comparative period

BUSINESS DEVELOPMENT. Business development expense reflects internal and external costs to market our business opportunity to existing clients and potential new clients. Business development expense includes: the salaries and benefits of our President & CEO and our Executive Vice President; and fees paid to external consultants for web design and web based marketing services. Business development expense was $55,288 and $163,980 respectively for the three and nine months ended May 31, 2004. In the comparative periods, we recorded business development expense of $17,167 and $38,842 for the three and nine months ended May 31, 2003. The increase in business development expense pertains to a significant increase in travel to service our MAT and Aircast relationships, and to establish new relationships in North America and Europe.

CORPORATE FINANCE. Business development expense reflects costs associated with fees paid to maintain the Corporate Finance function of our company. These fees are paid to our internal CFO and external consultants who oversee accounting, auditing, fund raising and regulatory reporting functions for our company. Corporate finance expense was $22,324 and $50,338 respectively for the three and nine months ended May 31, 2004. In the comparative periods, we recorded corporate finance expense of $18,647 and $45,303 for the three and nine months ended May 31, 2003. The increase in corporate finance expense pertains to increased CFO fees associated with increased duties in regulatory reporting since Ikona Gear became a public reporting entity in October 2003.

GENERAL AND ADMINISTRATIVE. Our general and administrative expenses consist primarily of clerical and administrative salaries and benefits, office rents, office supplies, telephone and telecommunications expenses, courier and other general costs not attributable directly to other Income Statement line items. Our selling, general and administrative expenses were $24,424 and $58,931 for the three and nine months ended May 31, 2004. In the comparative periods, we recorded general and administrative expenses of $14,674 and $23,466 for the three and nine months ended May 31, 2003.

INVESTOR RELATIONS. Our investor relations expense consists primarily of external consulting fees and associated communications costs to increase investors' awareness of our company. Investor relations expenses were $9,135 and $61,143 for the three and nine months ended May 31, 2004. In the comparative periods, there were no investor relations expenses for the three and nine months ended May 31, 2003. The increase in expense is associated with our company becoming publicly traded as of October 2003, and with an arbitrary amount of $24,602 of non-cash compensation attributed under the Black Scholes method to 50,000 stock options with a $1.00 exercise price issued on December 1, 2003 to one investor relations consultant whose contract was subsequently terminated as of May 31, 2004.

LISTING AND FILING FEES. Our listing and filing fees expense consists primarily of external consulting fees and associated communications costs to convert our regulatory filings into Edgar filing format. Listing and filing fees expenses were $6,435 and $10,393 for the three and nine months ended May 31, 2004. In the comparative periods, there were no listing and filing fees expenses for the three and nine months ended May 31, 2003. The increase in expense is associated with our company becoming publicly traded as of October 2003, and the absence of regulatory filing requirements in the comparative period.

PROFESSIONAL FEES. Our professional fees expense consists primarily of external consulting fees associated with our auditors and our US corporate and securities counsel. Professional fees expenses were $19,124 and $87,907 for the three and nine months ended May 31, 2004. In the comparative periods, we recorded professional fees expense of $2,971 and $5,126 for the three and nine months ended May 31, 2003. The increase in expense is associated with our company becoming publicly traded as of October 2003, and the minimal audit and legal requirements in the comparative period.

RESEARCH AND DEVELOPMENT. Research and development expense reflects internal and external costs to develop our technology including the salaries of our engineers, fees paid to external consultants, and materials and supplies consumed by our research and development department in advancing our core intellectual property. Research and development expense was $69,456 and $214,889 respectively for the three and nine months ended May 31, 2004. In the comparative periods, we recorded research and development expense of $61,375 and $128,021 for the three and nine

18

months ended May 31, 2003. The increase in research and development expense pertains to a 100% growth in the size of our engineering team over the prior year.

TRAVEL AND RELATED. Travel and related expense all of our travel costs associated with travel for reasons of business development, research and development, and corporate finance. Included in travel are the costs of flights, trains, automotive rentals, accommodations, meals and other associated travel costs. Travel and related expense was $38,954 and $67,268 respectively for the three and nine months ended May 31, 2004. In the comparative periods, we recorded no travel and related expenses. In the comparative period virtually all costs were associated with Research and Development in the Vancouver area and no travel was undertaken. In the current year, there has been an increase in travel and related expense associated with joint development partnerships with MAT and Aircast, and with establishing new business development relationships in North America and in Europe.

Apart from the stock-based compensation expense, our selling general and administrative costs increased in aggregate due to the added professional fees, filing and reporting costs, and investor relations expense associated with our status as a public company.

OTHER DEVELOPMENTS. In meetings conducted with Magna Advanced Technologies we were advised that we had neglected to advise the U.S. Patent Office regarding all material correspondences with the European Patent Office.

We brought this advice to our Patent attorneys and asked that they conduct an independent review of the US Patent and our disclosure requirements vis-à-vis the European search report. In a response from our attorneys dated 2 July 2004, this information was confirmed. In particular that there was a patent search report provided by the European Patent Office on November 23, 1995 that indicated an existing relevant patent (GB, A, 1 101 522 issued on 31 January 1966) which could, when taken alone, affect the novel nature of the Patent we filed with the European Patent Office.

This information was not forwarded to the US Patent Office as management and its advisors believed, and subsequently succeeded in proving, that the pre-existing European patent was in fact not relevant to the Ikona Gear patent. Regardless, it is possible that through a strict interpretation of our responsibilities under US Patent law that management had a responsibility to disclose to the US Patent Office the European search report and our subsequent response and successful conclusion thereof.

We have been advised by our patent attorneys that, to protect the long term interests of our shareholders, we should file a request for reexamination of the US Patent along with the additional disclosures in an attempt to make all efforts to rectify the potential violation (under 37 CFR 1.56) . However, it is possible that that in a reexamination application that additional disclosures may not remedy the potential violation.

It is difficult to forecast the outcome of the reexamination procedure if a request for reexamination is filed, and we cannot be assured that the outcome will be favorable to our company.

Liquidity and Capital Resources

As at May 31, 2004, our total cash was $1,370,776, our working capital was $1,366,509, and our stockholders' equity was $1,595,184. Since inception, we have incurred cumulative losses of $1,348,253. We have been actively seeking new investment to further operations. In April 2004, we closed a private placement of $1,800,000 to address current operating requirements, having received these funds in February, March and April of 2004. We are actively pursuing more significant investments from a number of possible private placement sources.

Our Company is in the development stage and expects to remain in the development stage for the current operating year. We do not expect to generate significant cash flow from operations in the present year.

We have planned capital expenditures in the form of research and development equipment, computers and software, and leasehold improvements for the next 12 months amounting to $222,000. At this time, in addition to our capital requirements, we anticipate further operating costs of $1,600,000 for the next 12 months. As the combined cash

19

requirements of $1,822,000 exceeds our currently available cash resources, we are continuing discussions with a number of potential sources of funding for the capital and operating requirements in the current operating year, although there currently exist no agreements, commitments or understandings with respect to any financing.

In the nine months ended May 31, 2004, our operations consumed $528,782. Our net loss of $617,510 was partially offset by depreciation and amortization of $16,767 and by $24,602 of non-cash stock-based compensation. Our working capital provided $47,359, for net cash used in operations of $528,782.

In the nine months ended May 31, 2004 we spent $47,356 on machinery and equipment.

In the nine months ended May 31, 2004, we generated $1,944,688 from financing activities. Of this amount, $1,873,398 was generated from the sale of equity securities, $155,000 was advanced to us by Oban Mining Inc. in advance of us acquiring their public company, and $83,710 was consumed in repaying loans associated with the purchase of our intellectual property from related parties.

In total, our cash and cash equivalents increased by $1,368,550 to $1,370,776 for the nine month period ended May 31, 2004.

At May 31, 2004, we had a cash balance of $1,370,776, and working capital of $1,366,509. Our current working capital is not sufficient to meet our business operating objectives. Our ability to satisfy projected working capital requirements is entirely dependent upon our ability to secure additional funding through public or private sales of securities, including equity securities. There is no assurance that we will be able to secure the necessary capital on terms acceptable to us or at all.

Purchase of Significant Equipment

In the nine months ended May 31, 2004 we spent $47,356 on machinery and equipment. In the past three months we spent $4,653 on two new CAD stations. We have planned capital expenditures in the form of research and development equipment ($37,250), computers, software and furnishings ($134,750), and leasehold improvements ($50,000) for the next 12 months amounting to $222,000.

Item 3. Controls and Procedures

Based on their most recent evaluation, 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 as of May 31, 2004. 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 an executive who has traveled extensively and been unable to render final approved travel expense claims in the past three months. Management believes that overriding management reviews and conservative estimates have resulted in sufficient and complete expenses being estimated and reported. An additional executive assistant has recently been hired to allow more timely submission of approved travel expense claims.

Part II - OTHER INFORMATION

Item 2. Changes in Securities.

On March 29, 2004, we issued an aggregate of 1,354,933 unregistered units at $0.75 per unit, 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 1,354,933 units were subscribed to at $0.75 per unit for gross proceeds of $1,016,200 (net $964,925 after $51,275 in issuance costs). The issuance was to a total of twenty six investors, twenty five of which 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 shares, which were taken for investment purposes, were subject to appropriate transfer restrictions and restrictive legend, and were issued

20

without registration under the Securities Act in reliance upon the exemptions set forth in Regulation S and Regulation D, respectively, thereunder.

On April 30, 2004, we issued 462,427 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 462,427 units were subscribed to at $0.75 per unit for gross proceeds of $346,821 (net $339,821 after $7,000 in issuance costs). The securities were issued to an aggregate of 10 investors, all of which qualified as non US Persons within the meaning of Rule 902, who acquired the securities in offshore transactions. 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.

Item 6. Exhibits and Reports on Form 8-k

(a)

Exhibit No.	Description
3.2	Bylaws, as amended
31.1	Certification of Principal Executive Officer
31.2	Certification of Principal Financial Officer
32	Certification pursuant to 18 USC Section 1350

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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: July 14, 2004		(Principal Financial and Accounting Officer)
			Date: July 14, 2004

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EX-3.2

Exhibit 3.2

BY-LAWS OF

IKONA GEAR INTERNATIONAL, INC.

ARTICLE I

                     Section 1. The following paragraphs contain provisions for the regulation and management of Ikona Gear International, Inc. a Nevada corporation.

                     Section 2. In the event that there is a conflict between a provision of these By-Laws and a mandatory provision of the Articles of Incorporation of this corporation, then said mandatory provision of the Articles of Incorporation of this corporation shall control.

ARTICLE II

Place of Business

                     Section 1. The registered office of the corporation, which shall also be the principal office of said corporation, shall be the offices of Ikona Gear International, Inc. which reside at Suite 810, 609 Granville St., Vancouver, Canada, V7Y1G5. This designation shall be without prejudice to the power and right of the corporation to conduct and transact any of its affairs or business in other cities, states, territories, countries, or places.

                     Section 2. The registered agent of the corporation in the State of Nevada shall be Incorp Services, Inc.

                     Section 3. The registered office and registered agent of the corporation may be changed from time to time in the manner prescribed by law without amending these By-Laws.

ARTICLE III

Officers

                     Section 1. Positions. The officers of this corporation may consist of a Chairman, a Chief Executive Officer , a President, one or more Vice Presidents (who may be designated as Corporate Vice Presidents, Senior Vice Presidents, Executive Vice Presidents or Group Vice Presidents), a Secretary, a Treasurer, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article. One person may hold any two of said offices, but no such officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws or by a resolution of the Board of Directors to be executed, acknowledged or verified by any two or more officers.

                     If a director/officer has not been designated as Chairman, or if the designated Chairman is not present at a meeting, the Board of Directors shall elect a Chairman from amongst its members to serve as Chairman of the Board of Directors for such meeting. The Chairman shall preside at all meetings of the Board of Directors, and shall have such other powers as the Board may determine.

                     Section 2. Election, Term of Office and Qualifications. The officers of this corporation shall be chosen annually by the Board of Directors. Each officer, except such officer as may be appointed in accordance with the provisions of Section 3 of this Article, shall hold his office until his successors shall have been removed in the manner hereinafter provided.

                     Section 3. Additional Officers. The Corporation may have such additional or assistant officers (sometimes referred to as "additional officers") as the Board of Directors, Chief Executive Officer or Chief Operating Officer may deem necessary for its business and may appoint from time to time. The Board of Directors shall also have the authority, but shall not be required, to designate officers as the Chief Operating Officer, the Chief Financial Officer or similar such titles. Any two or more offices may be held by the same person.

                     Section 4. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Such removal shall be by vote of a majority of the whole Board of Directors at a regular meeting or a special meeting of the Board of Directors called for this purpose.

                     Section 5. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

                     Section 6. Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and all meetings of the Board of Directors; and shall have general supervision over the affairs of the corporation and over the other officers.

                     Section 7. President. The President shall be the chief operating officer of the corporation. The President shall perform all duties incident to the office of the President; shall sign all stock certificates and written contracts of the corporation; and shall perform all such other duties as are assigned to him from time to time by resolution of the Board of Directors or the Chief Executive Officer.

                     Section 8. Vice President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to, all of the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

                     Section 9. Secretary. The secretary shall be sworn to the faithful discharge of his duty. He shall:

a.	Keep the minutes of the meetings of the shareholders and of the Board of Directors in books provided for that purpose;
b.	See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law;
c.	Be custodian of the records and of the seal of the corporation and see that such seal is affixed to all stock certificates prior to their issue and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-Laws.
d.	Have charge of the stock books of the corporation and keep or cause to be kept the stock and transfer books in such manner as to show at any time the amount of the stock of the corporation issued and outstanding, the manner in which and the time when such stock was paid for, the names, alphabetically arranged, and the addresses of the holders of record; and exhibit during the usual business hours of the corporation to any director, upon application, the original or duplicate stock ledger;
e.	Sign with the President, or a Vice President, certificates of stock of the corporation;
f.	See that the books, reports, statements, certificates, and all other documents and records of the corporation required by law are properly kept and filed;
g.	In general, perform all duties incident to the office of Secretary and such other duties as, from time to time, may be assigned to him by the Board of Directors or by the President.

                     Section 10. Treasurer. The Treasurer shall:

a.      Have charge and custody of, and be responsible for, all funds and securities of the corporation;

b.	From time to time render a statement of the condition of the finances of the corporation at the request of the Board of Directors;
c.	Receive and give receipt for monies due and payable to the corporation from any source whatsoever;
d.	In general, perform all duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him by the Board of Directors or by the President.

                     Section 11. Salaries. Salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation.

ARTICLE IV

Directors

                     Section 1. General Powers. The business and affairs of this corporation and the management thereof shall be vested in a Board of Directors consisting of not less than three (3) nor more than eleven (11) members.

                     Section 2. Number and qualification. The number of directors of this corporation shall be not less than three (3) and not more than eleven (11). The number of directors may be increased from time to time within the limits stated above by the action of the majority or the whole Board of Directors but the number of directors may thereafter be decreased only by the stockholders of the corporation at an annual or special meeting thereof. Otherwise, the number of directors may be increased or decreased by amendment of these By-Laws. The number of Directors shall always be an odd number. Directors shall be elected for a term of one (1) year and shall serve until the election and qualification of their successors, unless they sooner resign. At the first annual meeting of the stockholders and at each annual meeting thereafter, the stockholders shall so elect directors to hold office until the next succeeding annual meeting. The directors need not be residents of the State of Nevada or stockholders of the corporation.

                     Section 3. Executive Committee. The Board of Directors by resolution passed by a majority of the whole Board may designate two or more of their number to constitute an executive committee, which shall have and exercise, subject to limitations, if any, as may be prescribed herein or by resolution of the Board of Directors, the powers of the Board of Directors and the management of the business and affairs of the corporation; provided such executive committee shall act only at such times as the Board of Directors is not in session and in no event to the exclusion of the Board of Directors at any time to act as a Board upon any business of the corporation.

                     Section 4. Vacancy. Any director may resign at any time by giving written notice to the President or to the Secretary of the corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the Board of Directors maybe filled by the affirmative majority vote of the whole Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A director chosen to fill a position resulting from a vacancy or an increase in the number of directors shall hold office until the next annual meeting of stockholders.

                     Section 5. Removal. Any director may be removed from office, either with or without cause, at any time, and another person may be elected to his place, to serve for the remainder of his term, at any special meeting of shareholders called for that purpose, by a majority of all of the shares of stock outstanding and entitled to vote. In case any vacancy so created shall not be filled by the shareholders at such meeting, such vacancy may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum.

                     Section 6. Meetings. The regular meeting of the Board of Directors shall be held immediately following the annual shareholder's meeting. The Board of Directors shall meet at such other time or times as they may from time to time determine.

                     Section 7. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

                     Section 8. Place of Meetings. The Board of Directors may hold its meetings at such place or places within or without the State of Nevada as the Board may from time to time determine, or, with respect to its meetings, as shall be specified or fixed in respective notices or waivers of notice of such meetings.

                     Section 9. Special Meetings: Notice. Special meetings of the Board of Directors shall be held whenever called by the President or by two of the directors. Notice of the time and place of holding said special meeting of the Board of Directors shall be given to each director by either (i) registered mail, return receipt requested, deposited in the mail at least ten (10) days prior to the date of said special meeting, or (ii) guaranteed overnight delivery by a nationally-used courier service at least three (3) days prior to the date of said special meeting, or (iii) by telex or facsimile copy sent at least forty-eight (48) hours prior to the time and date of such special meeting. Attendance of a director at such special meeting shall constitute a waiver of notice of such special meeting, except where a director attends the meeting for the express purpose of objecting to the transacting of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

                     Section 10. Presence of Meetings. Members of the Board, or of any committee thereof, may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear one another. Participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting.

                     Section 11. Quorum and Manner of Acting. A majority of the members of the Board of Directors shall form a quorum for the transaction of business at any regular or special meeting of the Board of Directors. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If the vote of a lesser number is required for a specific act by the Articles of Incorporation, or by another provision of these By-Laws, then that lesser number shall govern. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum be had.

                     Section 12. Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, for attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

                     Section 13. Election of Officers. At the first meeting of the Board of Directors after the annual election, the President, Vice President, and Secretary and Treasurer shall be elected to serve for the ensuing year and until the election of their respective successors, and an executive committee may be elected. Election shall be by ballot, and the majority of the votes cast shall be necessary to elect. Any vacancies that occur may be filled by the Board of Directors for the unexpired term. An officer may be removed at any time by the majority vote of the directors present at any regular or special meeting of said Board of Directors at which a quorum is present. The Board of Directors shall have the power to fill officer vacancies, create new officer positions, and adjust salaries of officers as said Board from time to time shall deem necessary, all in accordance with the Articles of Incorporation.

                     Section 14. Reporting. At each annual stockholder's meeting, the directors shall submit a statement of business done during the preceding year, together with a report of the general financial condition of the corporation, and of the condition of its tangible property.

ARTICLE V

Books and Records

                     Section 1. The corporation shall keep either within or without the State of Nevada, complete books and records of account and shall keep minutes of the proceedings of its stock holders and the Board of Directors.

                     Section 2. The corporation shall keep at its registered office or principal place of business, a record of its stock holders, giving the names and addresses of all of the stock holders and the number and class of the shares held by each.

                     Section 3. The books, records of account, financial statements and other documents of the corporation shall be available to such persons who have been designated by law as having a right thereto, and said books, records of account, financial statements and documents shall be made available to such persons in the manner and in accordance with the procedures established by law.

ARTICLE VI

Stock

                     Section 1. Authorization. The authorized shares of stock of the corporation shall be as provided by the Articles of Incorporation. Each share shall have $.00001 par value.

                     Section 2. Certificate of Shares. The shares of stock of the corporation shall be represented by certificates signed by the Chief Executive Officer, President or the Vice President and the Secretary or an assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. The signatures of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimile if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

                     Section 3. Issuance of Certificates. Each certificate representing shares shall state upon the face of same that the corporation is organized under the laws of the State of Nevada, the name of the person to whom the certificate is issued, the number and class of shares, and the designation of the series, if any, which such certificate represents. No certificate shall be issued for any shares until such shares are fully paid and when issued shall bear the notation that the certificate is issued as a fully paid and non-assessable certificate of stock.

                     Section 4. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. Upon surrender to the corporation or to a transfer agent of the corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer of shares shall be entered on the stock book of the corporation which shall be kept at its principal office, or by its registrar duly appointed.

                     Section 5. Transfer Agent. The secretary of the corporation shall act as transfer agent of the certificates representing the shares of the corporation. The Secretary shall maintain a stock transfer book, the stubs in which shall set forth, among other things, the names and addresses of the holders of all issued shares of the corporation, the number of shares held by each, the certificate numbers representing such shares, the date of issue of the certificates representing such shares, and whether or not such shares originate from original issue or from transfer. The names and addresses of the shareholders as they appear on the stubs of the stock transfer book shall be conclusive evidence as to who are the shareholders of record and as such entitled to receive notice of the meetings of shareholders; to vote at such meetings; to examine the list of the shareholders entitled to vote at meetings; to receive dividends; and to own, enjoy and exercise any other property rights deriving from such shares against the corporation. Each shareholder shall be responsible for notifying the secretary in writing of any change in his name or address and failure so to do will relieve the corporation, its directors, officers and agents, from liability for failure to direct notices or other documents, or to pay over or transfer dividends or other property or rights, to a name and address other than the name and address appearing on the stub of the stock transfer book.

                     The Board of Directors may at its discretion, appoint instead of the secretary of the corporation, one or more transfer agents, registrars and agents outside the corporation for making payment upon any class of stock, bond, debenture, or other security of the corporation. Such agents and registrars may be located either within or outside the State of Nevada. They shall have such rights and duties and shall be entitled to such compensation as may be agreed.

                     Section 6. Fractional Shares. The corporation may, but shall not be obliged to, issue a certificate for a fractional share, and by action by its Board of Directors, may issue in lieu thereof scrip in register or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip aggregated to a full share. The rights and obligations of persons holding said fractional shares or scrip shall be as are contained in any applicable provision of these By-Laws, Articles of Incorporation, or laws of the State of Nevada.

                     Section 7. Treasury Shares. Treasury shares of stock shall be held by the corporation subject to the disposal of the Board of Directors and shall neither vote nor participate in dividends.

                     Section 8. Lien. The corporation shall have a first lien on all shares of its stock and upon all dividends declared upon same for any indebtedness of the respective holders thereof of the corporation.

                     Section 9. Lost Certificates. In cases of loss or destruction of a certificate of stock, no new certificates shall be issued in lieu thereof except upon satisfactory proof to the Board of Directors of such loss or destruction, and, at the election of a majority of the Board of Directors, upon giving satisfactory security by bond or otherwise, against loss to the corporation. Any such new certificate shall be plainly marked "Duplicate" on its face.

                     Section 10. Consideration and Payment for Shares. Shares having a par value shall be issued for such consideration, expressed in dollars but not less than the par value thereof, as shall be fixed from time to time by the Board of Directors. Shares without par value shall be issued for such consideration expressed in dollars as shall be fixed from time to time by the Board of Directors. Treasury shares shall be disposed of for such consideration expressed in dollars as may be fixed from time to time by the Board of Directors. Such consideration may consist, in whole or in part, of money, other property, tangible or intangible, or labor or services actually performed for the corporation, but neither promissory notes nor future services shall constitute payment or part payment for shares.

ARTICLE VII

Shareholders

                     Section 1. Annual Meeting. The regular annual meeting of the shareholders of the corporation shall be held at a time and place to be designated by the President, Vice President, or the Board of Directors, provided, however, that whenever such day shall fall upon a Sunday or a legal holiday, the meeting shall be held on the next succeeding business day. At the regular annual meeting of the shareholders, the directors for the ensuing year shall be elected. The officers of the corporation shall present their annual reports and the Secretary shall have on file for inspection and reference, an authentic list of the stockholders, giving the amount of stock held by each as shown by the stock books of the corporation ten (10) days before the annual meeting.

                     Section 2. Special Meeting. Special meetings of the shareholders may be called at any time by the President, any member of the Board of Directors, or by the holders of not less than ten (10%) percent of all of the shares entitled to vote at said special meeting. The Board of Directors may designate any place as the place for any annual meeting or for any special meeting called by the Board of Directors. If a special meeting shall be called otherwise than by the Board of Directors, the place of meeting shall be the principal office of the corporation.

                     Section 3. Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting, and in case of special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally, or by mail, by or at the discretion of the President, the Secretary, or the director or the person calling the meeting, to each stockholder of record entitled to vote at such meeting, except that if the authorized capital stock is to be increased, at least thirty (30) days notice shall be given. If mailed, such notice shall be deemed to be delivered when deposited in the U.S.

Mails and addressed to the stockholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

                     Section 4. Closing Transfer Books. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shares for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for any stated period not exceeding fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of such shareholders, such date in any case to be not more than fifty (50) days and in the case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, or shareholders entitled to receive payment of a dividend, the day on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such a determination shall apply to any adjournment thereof. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of shareholders entitled to vote at any such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

                     Section 5. Election of Directors. At each annual meeting of the shareholders of the corporation, the directors shall be elected who shall serve until their successors are duly elected and qualified, unless they sooner resign. Election of directors shall be by such of the shareholders as attend the annual meeting, either in person or by proxy, provided that if a quorum is not represented, said meeting may be adjourned by the shareholders present for a period not exceeding sixty (60) days at any one adjournment. At each election of directors, cumulative voting shall not be allowed.

                     Section 6. Quorum. One-third (1/3) of the outstanding stock exclusive of treasury stock, shall be necessary to constitute a quorum at meetings of the shareholders. If a quorum is present at any meeting, except for the election of directors which shall be by a plurality vote, a matter shall be approved if it receives more votes in favor than opposed. In the absence of a quorum, those present may adjourn the meeting from day to day but not exceeding sixty (60) days.

                     Section 7. Proxies. Any shareholder entitled to vote may be represented at any regular or special meeting of the shareholders by a duly executed proxy.

ARTICLE VIII

Waiver of Notice

                     Section 1. Directors and Officers. Unless otherwise provided by law, whenever any notice is required to be given to any director or officer of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

                     Section 2. Shareholders. No notice of the time, place or purpose of any annual, regular, or special meeting of the shareholders need be given if all shareholders of record on the date said meeting is held waive such notice in writing either before or after the regular, or special meeting of the shareholders, such meeting shall be deemed to have been legally and duly called, noticed, held, and conducted.

ARTICLE IX

Action Without a Meeting

                     Section 1. Any action required by the laws of the State of Nevada, the Articles of Incorporation, or by these By-Laws, to be taken at a meeting of the directors or stockholders of this corporation, or any action which may be taken at a meeting of the directors or stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors or stockholders entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the directors or stockholders, and may be stated as such in any Articles or documents filed with the Secretary of State under the law of the State of Nevada.

ARTICLE X

Contract, Loans, Checks and Deposits

                     Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

                     Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

                     Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

                     Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE XI

Execution of Instruments

                     Section 1. Execution of Instruments. The President shall have power to execute on behalf and in the name of the corporation any deed, contract, bond, debenture, note or other obligations or evidences or indebtedness, or proxy, or other instrument requiring the signature of an officer of the corporation, except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

                     Section 2. Checks and Endorsements. All checks and drafts upon the funds to the credit of the corporation in any of its depositories shall be signed by such of its officers or agents as shall from time to time be determined by resolution of the Board of Directors which may provide for the use of facsimile signatures under specified conditions, and all notes, bills receivable, trade acceptances, drafts, and other evidences of indebtedness payable to the corporation shall, for the purposes of deposit, discount or collection, be endorsed by such officers or agents of the corporation or in such manner as shall from time to time be determined by resolution of the Board of Directors.

ARTICLE XII

Loans to Directors and Officers

                     Loans to employees or officers of the corporation, guarantees of their obligations or other similar assistance to these employees or officers (except those employees or officers who are directors of the corporation), shall be contracted on behalf of the corporation only upon the specific authorization of the Board of Directors of the corporation and only if made in compliance with applicable federal and state law, including, without limitation, the Sarbanes-Oxley Act of 2002. Unless otherwise provided in the Articles of Incorporation, loans to directors, guarantees of their obligations, or other similar assistance to the directors shall be contracted on behalf of the corporation only upon the specific authorization of the Board of Directors and the affirmative vote of the holders of two-thirds (2/3) of the outstanding shares of the corporation which are entitled to vote for directors. No such loans or guarantees shall be secured by the shares of this corporation.

ARTICLE XIII

Miscellaneous

                     Section 1. Corporate Seal. The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, and the words "Corporate Seal".

                     Section 2. Fiscal Year. The fiscal year of the corporation shall be as established by the Board of Directors.

                     Section 3. Amendments. Subject to repeal or change by action of the shareholders, the Board of Directors shall have the power to alter, amend, or repeal the by-laws of the corporation and to make and adopt new by-laws at any regular meeting of the Board or at any special meeting called for that purpose.

                     Section 4. Dividends. The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

                     ADOPTED BY THE BOARD OF DIRECTORS this 8^th day of July, 2004

                                                                                                                                       /s/ Simon Anderson

                                                                                                                                      Simon Anderson, Secretary

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: July 14, 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: July 14, 2004	/s/ Raymond L. Polman, CA
	Raymond L. Polman, CA, CFO, Principal Financial Officer

EX-32

Exhibit 32

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 May 31, 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 May 31, 2004, fairly presents, in all material respects, the financial condition and results of operations of Ikona Gear International, Inc.

IKONA GEAR INTERNATIONAL, INC.

Dated: July 14, 2004	/s/ Laith Nosh
	Laith Nosh
	Chief Executive Officer
Dated: July 14, 2004	/s/ Raymond L. Polman
	Raymond L. Polman, CA
	Chief Financial Officer