10QSB 1 form10qsb.htm QUARTERLY REPORT FOR THE PERIOD ENDED MAY 31, 2004 Ikona Gear International, Inc. - Form 10-QSB

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.

16


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

21


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 

22