10QSB

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

FORM 10-QSB

(Mark One)

[ x ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2006

[] 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	(IRS Employer Identification No.)
organization)

1850 Hartley Avenue, Unit#1
Coquitlam, BC, Canada
V3K 7A1
(Address of principal executive offices)

(604) 523-5500
(Issuer's telephone number)

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 []

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [] No [ x ]

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:

25,559,292 common shares outstanding as of April 12, 2006

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

INDEX

	PART I - FINANCIAL INFORMATION
ITEM 1	FINANCIAL INFORMATION	3
	CONSOLIDATED BALANCE SHEETS (Unaudited)	5
	CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)	6
	CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)	7
	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	8-16
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OR RESULTS OF OPERATION	17-21
ITEM 3	CONTROLS AND PROCEDURES	24
	PART II – OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	25
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	25
ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	25
ITEM 5	OTHER INFORMATION	25
ITEM 6	EXHIBITS	25
	SIGNATURE	25

2

Part I - FINANCIAL INFORMATION

Item 1 Financial Statements.

3

IKONA GEAR INTERNATIONAL, INC.
(A Development Stage Company)

Consolidated Financial Statements
(Expressed in United States Dollars)

February 28, 2006
(Unaudited)

4

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

		February 28,
		2006
ASSETS
Current:
Cash	$	26,791
Accounts receivable, net of allowance of $ -		87,000
Other receivables		12,732
Work-in-process inventory		57,314
Prepaid expenses		30,432
Deferred taxes, net of valuation allowance of $1,395,370		-
Total current assets		214,269
Property and equipment (Note 5)		153,708
Total assets	$	367,977
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	158,419
Due to related parties (Note 6)		9,309
Unearned revenue		64,698
Total current liabilities		232,426
Commitments (Note 11)
Stockholders' equity
Common stock (Note 7)
Authorized
100,000,000 common shares, each with par value of $0.00001
Issued and outstanding
25,559,292 common shares		255
Additional paid-in capital		4,192,638
Accumulated deficit during the development stage		(4,057,342	)
Total stockholders' equity		135,551
Total liabilities and stockholders' equity	$	367,977

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
		(August 16, 2001)
		to			Three Months Ended						Six Months Ended
		February 28,			February 28,						February 28,
		2006			2006			2005			2006			2005
REVENUES
Engineering services	$	296,796		$	55,096		$	1,495		$	83,821		$	3,099
Cost of engineering services		(80,376	)		(53,376	)		-			(80,376	)		-
Gross margin		216,420			1,720			1,495			3,445			3,099
EXPENSES
Amortization and depreciation		190,645			24,582			20,763			46,921			39,497
Business development		747,440			63,640			65,817			125,704			136,567
Corporate finance		341,559			53,019			24,500			73,503			48,800
Foreign exchange loss		4,258			1,081			1,915			2,173			3,007
General and administrative		253,052			22,774			24,581			48,840			50,683
Investor relations		423,663			17,696			53,527			33,384			166,477
Listing and filing fees		29,806			2,703			919			5,532			3,839
Professional fees		308,009			32,968			14,875			46,986			31,787
Rent		148,207			22,357			19,414			40,532			36,875
Research and development		1,453,596			105,069			141,609			197,379			274,651
Travel and related		221,722			4,780			7,767			23,414			29,864
TOTAL EXPENSES		(4,121,957	)		(350,669	)		(375,687	)		(644,368	)		(822,047	)
OTHER INCOME (EXPENSES)
Interest income		17,343			882			1,330			3,622			3,816
Impairment of patents and trademark
(Note 4)		(183,763	)		-			-			-			-
Gain on disposal of assets		14,615			-			-			18,546			-
TOTAL OTHER INCOME (EXPENSES)		(151,805	)		882			1,330			22,168			3,816
Loss before income taxes		(4,057,342	)		(348,067	)		(372,862	)		(618,755	)		(815,132	)
Income taxes		-			-			-			-			-
Net loss for the period	$	(4,057,342	)	$	(348,067	)	$	(372,862	)	$	(618,755	)	$	(815,132	)
Basic and diluted net loss per share				$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.03	)
Weighted average number of common
shares outstanding – basic and diluted					25,559,292			24,090,325			25,435,314			24,090,325

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

6

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

		Cumulative
		Amounts
		From Inception
		(August 16, 2001)			Six Months Ended
		to February 28,			February 28,
		2006			2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,057,342	)	$	(618,755	)	$	(815,132	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Amortization and depreciation		190,645			46,921			39,497
Investor relations fees paid by stock options		71,800			-			21,370
Research and development fees paid by stock options		151,094			5,986			71,587
Corporate finance fees paid by common stock (Note 7)		75,999			32,119			-
Gain on disposal of assets		(14,729	)		(18,546	)		-
Impairment of patents and trademark		183,763			-			-
Change in operating assets and liabilities:
Accounts receivable		(87,000	)		(87,000	)		-
Other receivables		(12,732	)		1,880			4,934
Work in process inventory		(57,314	)		(57,314	)		-
Prepaid expenses		(30,432	)		(13,294	)		4,631
Accounts payable and accrued liabilities		158,419			50,791			(35,916	)
Due to related party – management fees		9,309			2,593			11,989
Unearned revenue		64,698			64,698			4,000
Cash used in operating activities		(3,353,822	)		(589,921	)		(693,040	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances received from the Company
prior to recapitalization		155,000			-			-
Due to related parties		(121,100	)		-			-
Issuance of common stock, net of issuance costs		3,629,000			276,000			-
Cash provided by financing activities		3,662,900			276,000			-
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(302,768	)		(49,448	)		(49,544	)
Proceeds on disposal of assets		20,481			18,546			-
Cash used in investing activities		(282,287	)		(30,902	)		(49,544	)
NET INCREASE (DECREASE) IN CASH		26,791			(344,823	)		(742,584	)
CASH AT BEGINNING OF PERIOD		-			371,614			1,125,799
CASH AT END OF PERIOD	$	26,791		$	26,791		$	383,215
CASH PAID FOR:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

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

7

IKONA GEAR INTERNATIONAL, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in United States Dollars)

February 28, 2006

(Unaudited)

Note 1 – The Company and Nature of Operations

Ikona Gear International, 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 development alliances 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.

These unaudited consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America for interim financial information. The accompanying unaudited consolidated financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles. In the opinion of management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as at February 28, 2006, and for all periods presented, have been included. Interim results for the six-month period ended February 28, 2006, 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 consolidated 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 capital stock and advances from related parties. Continued operations of the Company are dependent on the Company's ability to complete additional equity financings or generate profitable operations in the future. Management's plan in this regard is to secure additional funds through future equity financings. Such financings may not be available or may not be available on terms reasonable to the Company.

		February 28,
		2006
Accumulated deficit during the development stage	$	(4,057,342	)
Working capital (deficiency)	$	(18,157	)

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” (“EITF 96-18”).

8

IKONA GEAR INTERNATIONAL, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in United States Dollars)

February 28, 2006

(Unaudited)

Note 3 - Significant Accounting Policies (continued)

Stock-Based Compensation (continued)

The following table illustrates the effect on net loss and net 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)			Six Months Ended
		to			February 28,
		February 28,
		2006			2006			2005
Net loss, as reported	$	(4,057,342	)	$	(618,755	)	$	(815,132	)
Deduct:
Total stock-based employee compensation expense
determined under fair value based method for all awards, net
of related tax effects		(1,486,010	)		(207,327	)		(190,231	)
Pro-forma net loss	$	(5,543,352	)	$	(826,082	)	$	(1,005,363	)
Basic and diluted net loss per share, as reported				$	(0.02	)	$	(0.03	)
Basic and diluted net loss per share, pro-forma				$	(0.03	)	$	(0.04	)
Weighted average number of common shares outstanding – basic and diluted					25,435,314			24,090,325

Recent accounting pronouncements

In December 2004, FASB issued Statement of Financial Accounting Standards No. 123R, “Share Based Payment” (“SFAS 123R”). SFAS 123R supersedes APB 25 and its related implementation guidance by requiring entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions) and revises SFAS 123 as follows:

i)           Public entities are required to measure liabilities incurred to employees in share-based payment transactions at fair value and nonpublic entities may elect to measure their liabilities to employees incurred in share-based payment transactions at their intrinsic value whereas under SFAS 123, all share-based payment liabilities were measured at their intrinsic value.

ii)          Nonpublic entities are required to calculate fair value using an appropriate industry sector index for the expected volatility of its share price if it is not practicable to estimate the expected volatility of the entity’s share price.

iii)         Entities are required to estimate the number of instruments for which the requisite service is expected to be rendered as opposed to accounting for forfeitures as they occur.

iv)         Incremental compensation cost for a modification of the terms or conditions of an award is measured by comparing the fair value of the modified award with the fair value of the award immediately before the modification whereas SFAS 123 required that the effects of a modification be measured as the difference between the fair value of the modified award at the date it is granted and the award’s value immediately before the modification determined based on the shorter of (1) its remaining initially estimated expected life or (2) the expected life of the modified award.

9

IKONA GEAR INTERNATIONAL, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in United States Dollars)

February 28, 2006

(Unaudited)

Note 3 - Significant Accounting Policies (continued)

Recent accounting pronouncements (continued)

SFAS 123R also clarifies and expands guidance in several areas, including measuring fair value, classifying an award as equity or as a liability and attributing compensation cost to reporting periods. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and EITF 96-18. SFAS 123R also does not address the accounting for employee share ownership plans which are subject to Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first annual reporting period that begins after June 15, 2005. Public entities that file as small business issuers will be required to apply SFAS 123R in the first annual reporting period that begins after December 15, 2005. For nonpublic entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005.

In May 2005, FASB issued Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”) which is effective for fiscal years ending after December 15, 2005. SFAS 154 requires that changes in accounting policy be accounted for on a retroactive basis.

The adoption of these new pronouncements are not expected to have a material effect on the Company's consolidated financial position or results of operations, with the exception of SFAS 123R which will have a material impact on compensation expense if stock options are issued in subsequent years.

Comparative figures

Certain of the prior periods’ figures were reclassified to conform with the presentation adopted in the current period.

Note 4 – Patents and Trademark Rights

In September 2001, the Company acquired patent and trademark rights (the “Acquired Technology”) from Diversified Sciences Limited (“Diversified”) and Ikona Technologies Inc. (“Technologies”), 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, Italy, Great Britain and Sweden. The US patent has a term of 17 years from the issue date and expires on November 11, 2015. 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 20 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 “IKONA Gear TM” Canadian Trademark.

The patent acquisition agreement with Diversified required the Company to issue 2,180,000 shares of common stock at a value of $109,000 to Diversified and pay $63,000 (C$100,000) less Diversified’s tax credit recoveries of $18,900 (C$30,000) relating to the patents.

The trademark acquisition agreement with Technologies required the Company to issue 20,000 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 an original cost of $231,100.

There is significant uncertainty regarding future revenue to be generated from intangible assets due to the fact that this is a new business with a developing technology and there are currently no comparable businesses in the intended market segments for which any reliable predictions for future revenue generation can be based.

Due to the uncertainties related to expected future undiscounted cash flows, management concluded in August 2004, that the carrying value of intangible assets was impaired and wrote-off the entire carrying value of the intangible assets of $183,763 to operations.

10

IKONA GEAR INTERNATIONAL, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in United States Dollars)

February 28, 2006

(Unaudited)

Note 5 – Property and Equipment

		February 28, 2006
		Cost		Accumulated		Net
				Depreciation		Book Value
Computers and Software	$	75,332	$	51,767	$	23,565
Furniture		34,495		10,219		24,276
Research and Development Equipment		101,202		33,589		67,613
Leasehold Improvements		77,706		39,452		38,254
	$	288,735	$	135,027	$	153,708

Note 6 - Related Party Transactions

As of February 28, 2006, amounts due to related parties consisted of the following:

		February 28,
		2006
Due to Director	$	9,309

The Company entered into the following transactions with related parties during the six month period ending February 28, 2006:

a)	Paid or accrued business development fees of $19,559 (2005 - $36,600) to a company controlled by a relative of a director of the Company.
b)	Paid or accrued business development fees of $58,233 (2005 - $55,304) to a company controlled by a director of the Company.
c)	Paid or accrued corporate finance fees of $51,384 (2005 - $48,800) to a company related to a director of the Company.

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

The Company settled an arms-length corporate finance fee by issuing 10,000 shares at $0.50 per share, and realized a gain on settlement of $5,000. The corporate finance expense stated in the operating statement consists of the related party corporate finance fee net of the gain on settlement of $5,000.

11

IKONA GEAR INTERNATIONAL, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in United States Dollars)

February 28, 2006

(Unaudited)

Note 7 – Common Stock

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

In January 2004, the Company cancelled 500,000 common shares at a par value 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 $334,197 (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.

12

IKONA GEAR INTERNATIONAL, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in United States Dollars)

February 28, 2006

(Unaudited)

Note 7 – Common Stock (continued)

In July 2004, the Company issued 3,333 units at a price of $0.75 per unit for cash proceeds of $5,000. 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.

In March 2005, the Company issued 1,046,667 units at a price of $0.75 per unit for cash proceeds of $730,050 (gross proceeds of $785,000 net of finders’ fees of $54,950 Each whole warrant entitles the holder to acquire one additional share of common stock at a price of $1.00 per share for a period of one year from the date of issuance, or $1.40 per share for an additional one year period from the date of issuance.

In March 2005, the Company issued 50,000 warrants at a price of $0.75 per warrant in payment of investor relations consulting fees. These warrants were valued at $16,408 and will be recognized over twelve months, being the period of the service contract.

In Apri1 2005, the Company issued 12,300 shares of common stock for services at a price of $0.65 per share in payment of corporate finance consulting fees of $7,995.

In October 2005, the Company issued 400,000 units at a price of $0.75 per share for cash proceeds of $276,000 (gross proceeds of $300,000 net of finders’ fees of $24,000). Each unit consists of one share of common stock and one- non-transferable share purchase warrant for a two year period from date of the issuance. Each whole warrant entitles the holder to acquire one additional share of common stock at a price of $1.00 per share for a period of one year from the date of issuance, or $1.40 per share for an additional one year period from the date of issuance.

In October 2005, the Company issued 10,000 common shares for services at a price of $0.50 per share in payment of corporate finance fees.

Note 8 – Stock Options 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.

The Company generally grants stock options with exercise prices equal to, or in excess of, the quoted market price at the date of the stock option grant. The Company calculates non-employee stock-based compensation expense using the Black-Scholes model to estimate the fair value of options granted to non-employees. The Company classifies non-employee expense according to the nature of services provided.

	February 28, 2006
	Number of			Weighted Average
	Options			Exercise Price
Options outstanding, beginning of the period	2,474,000		$	0.93
Issued	510,000			0.46
Exercised	-			-
Expired	(400,000	)		(1.01	)
Options outstanding, end of the period	2,584,000		$	0.82
Options exercisable, end of the period	1,969,237		$	0.87
Weighted average fair value of options granted in the period			$	0.45

13

IKONA GEAR INTERNATIONAL, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in United States Dollars)

February 28, 2006

(Unaudited)

Note 8 – Stock Options (continued)

Stock Options (continued)

A summary of stock options outstanding at February 28, 2006, is as follows:

	Outstanding Options			Exercisable Options
		Weighted
		Average	Weighted		Weighted
		Remaining	Average		Average
		Contractual	Exercise		Exercise
Exercise Price	Number	Life	Price	Number	Price
$0.45	450,000	5.68 years	$ 0.45	25,000	$ 0.45
$0.50	40,000	1.89 years	$ 0.50	31,112	$ 0.50
$0.52	55,000	0.89 years	$ 0.52	55,000	$ 0.52
$0.53	60,000	5.89 years	$ 0.53	60,000	$ 0.53
$0.56	165,000	5.37 years	$ 0.56	165,000	$ 0.56
$0.58	50,000	1.46 years	$ 0.58	50,000	$ 0.58
$0.60	341,000	4.75 years	$ 0.60	341,000	$ 0.60
$0.66	50,000	1.09 years	$ 0.66	50,000	$ 0.66
$0.75	100,000	5.26 years	$ 0.75	100,000	$ 0.75
$1.00	50,000	0.01 years	$ 1.00	50,000	$ 1.00
$1.10	1,223,000	4.33 years	$ 1.10	1,042,125	$ 1.10
	2,584,000			1,969,237

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

Risk-free interest rate	4.25 %
Dividend yield rate	0.00 %
Price volatility	103.9 %
Weighted average expected life of options	4.44 years

A summary of stock-based compensation expenses related to non-employee consultants recorded as at February 28, 2006, is as follows:

		Cumulative Amounts
		From Inception
		(August 16, 2001) to
		February 28,			Six Months Ended
					February 28,
		2006			2006			2005
Net loss before non-cash compensation expenses	$	(3,789,334	)	$	(580,650	)	$	(722,175	)
Less:
Non-cash compensation expenses recorded as:
Corporate finance		45,114			32,119			-
Research and development		151,094			5,986			71,587
Investor relations		71,800			-			21,370
Total non-cash compensation expenses		268,008			38,105			92,957
Net loss for the period	$	(4,057,342	)	$	(618,755	)	$	(815,132	)

14

IKONA GEAR INTERNATIONAL, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in United States Dollars)

February 28, 2006

(Unaudited)

Note 9 - Warrants

In February 2006, the Company signed an agreement with an investment banker and agreed to issue 175,000 warrants exercisable for five years at an exercise price of $0.50, for investment banking services. The warrants were issued in March 2006. The fair value of the warrant issuance obligation was $40,680 of which the Company has received services representing 100,000 of these warrants, and has recorded a charge of $27,119 for non-cash corporate finance expenses.

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

Risk-free interest rate	4.25 %
Dividend yield rate	0.00 %
Price volatility	103.9 %
Weighted average expected life of warrants	1.0 years

The summary of warrants outstanding is as follows:

			2006	2007
			Exercise	Exercise	Expiry
Issuances	Issued	Outstanding	Price	Price	Date
February 29, 2004	310,332	310,332	$1.00	$1.40	February 29, 2007
March 29, 2004	677,469	677,469	$1.00	$1.40	March 29, 2007
April 30, 2004	231,215	231,215	$1.00	$1.40	April 30, 2007
July 31, 2004	3,333	3,333	$1.00	$1.40	July 31, 2007
March 31, 2005	1,046,667	1,046,667	$1.00	$1.40	March 31, 2007
March 31, 2005	50,000	50,000	$0.75	$0.75	March 31, 2010
October 25, 2005	400,000	400,000	$1.00	$1.40	October 25, 2007
Total outstanding	2,719,016	2,719,016

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 and USA. Total revenue in the Canadian segment includes “other income”.

				Six Months
				Ended
				February 28, 2006
		U.S.A.		Canada	Total
REVENUES	$	3,445	$	80,376 $	83,821
LONG-LIVED ASSETS	$	-	$	153,708 $	153,708

15

IKONA GEAR INTERNATIONAL, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in United States Dollars)

February 28, 2006

(Unaudited)

Note 11– Commitments

The Company amended a consulting agreement with a director, officer and significant shareholder of the Company effective April 1, 2004, to pay monthly management fees totalling approximately $8,500 (C$11,333) ( 2004 - $8,600 (C$11,333)). This agreement can be terminated with six months advance notice.

On June 9, 2004, the Company entered into a premises lease for office and workshop facilities for a period of 36 months commencing August 1, 2004. The premises lease commits the Company to a net annual rental expense of $40,368 (C$49,623) and additional annual operating costs estimated at $19,951 (C$24,525) 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 $9,242 (C$12,406) of which two of the three months will be applied to rent in the final two months of the three-year lease term.

On November 14, 2005, the Company granted to an investment banker 500,000 restricted shares as compensation for a two year service agreement. The shares have not yet been issued pending further negotiations between management and the investment bank, and no charge has been recorded to our expenses for the obligation.

Note 12– Subsequent Events

On March 6, 2006, and March 13, 2006, pursuant to subscription agreements, the Company closed a private placement of Units amounting to $1,200,000 ($1,045,671 net of issuance costs of $154,329). Each Unit consists of a convertible promissory note (the “Note”) bearing interest at 10% per year and a warrant (the “Warrant”) to purchase one share of common stock at $0.59 per share.

The Notes rank senior to other debt, bear interest at 10% per year, which will accrue and be added to the outstanding principal amount on a daily basis. The holder of a Note has the right to convert the Note into shares of our common stock at a conversion price of $0.59 per share, subject to full-ratchet anti-dilution protection. Half of the Notes will mature on March 6, 2007 and half of the Notes will mature on March 13, 2007, provided that the Company may extend the maturity date for a Note for up to two successive periods of 90 days each by providing written notice to the holder and delivering to the holder a number of warrants equal to 50% of the number of shares underlying the Note at issuance.

The Note, along with any accrued and unpaid interest, may be repaid at any time upon 15 days notice to the holder of the Note. The Note must also be repaid within 5 days after receiving proceeds of at least US$1,000,000 from the issuance of any other securities.

Each warrant entitles its holder to acquire one share of our common stock at an exercise price of US$0.59 per common share, subject to adjustment from time to time upon the occurrence of certain events, as provided in the warrants. The warrants are subject to weighted-average dilution protection. Half of the warrants expire on March 6, 2010 and half of the warrants expire on March 13, 2010. If, one year after the issue date of the warrants, a registration statement is not effective, the warrants may be exercised on a cashless basis pursuant to a formula provided in the warrants.

As of March 13, 2006, a wholly-owned subsidiary, Ikona Gear Corp., a British Columbia Corporation changed its name to Ikona Industries Corporation.

In March 2006, the Company issued 175,000 warrants to an investment banking firm pursuant to an agreement for investment banking services entered into in February 2006.

16

Item2 Management’s Discussion and Analysis or Plan of Operations

Special note regarding forward-looking statements

This Quarterly Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (which is codified in Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933). When we use the words, “anticipate,” “assume,” “estimate,” “project,” “intend,” “expect,” “plan,” “believe,” “should,” “likely” and similar expressions, we are making forward-looking statements. Forward-looking statements in this report include, but are not limited to, statements about our beliefs, assumptions, estimates or plans regarding the following topics: our expectations that at least one Magna application will be designated as exclusive by August 31, 2006, our expectation that unit royalties from Magna will not be realized at least until 2007, our estimated future capital expenditures; and our belief that our working capital will be sufficient to meet our operating requirements for the next twelve (12) months. These forward-looking statements, wherever they occur in this report, are estimates reflecting the best judgment of the senior management of Ikona Gear. Moreover, but we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. Except as required by law, we do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events. All subsequent forward-looking statements attributable to Ikona Gear or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report. Because forward-looking statements involve future risks and uncertainties, actual results could differ materially from those expressed or implied. Such risks and uncertainties include but are not limited to risks and uncertainties as a result of factors including:

• the general volatility of the capital markets and the establishment of a market for our shares,
• our ability to raise capital on favorable terms, necessary to sustain our anticipated operations and implement our proposed business plan,
• our ability to generate sufficient cash to pay our creditors,
• our dependence on the efforts and abilities of our current employees and executive officers,
• our ability to employ and retain qualified management and employees,
• general market, business, and industry conditions,
• failure of Magna to create a market for products which incorporate our technology,
• failure of our products to generate revenue or obtain customer acceptance,
• changes in currency exchange rates, or interest rates,
• our ability to implement our proposed business plan,
• our lack of diversification of our business plan,
• changes in government regulations that are applicable to our anticipated business,
• availability of labor or materials or increases in their costs,
• adverse weather conditions and natural disasters,
• competitive conditions in the gear design and manufacturing industry, including product and pricing pressures,
• the introduction of new gear technologies by our competitors that may have advantages over our planned products and may make our planned products less attractive to our potential customers,
• disruption in the economic and financial conditions primarily from the impact of past terrorist attacks in the United States, threats of future attacks, police and military activities overseas and other disruptive worldwide political events,
• misjudgments in the course of preparing forward-looking statements, and
• additional risks and uncertainties, many of which are beyond our control, referred to in our other SEC filings.

Overview

Our mission is to commercialize our proprietary patented gearing technology (the "Ikona Gearing System") and in so doing to generate revenues, net income, and to increase shareholder value. The Ikona Gearing System utilizes a proprietary, newly designed, patented tooth shape which enables gears to be smaller, lighter, stronger and more energy efficient than conventional planetary gears. The Ikona Gearing Systems allows what we believe to be the highest single stage reduction ratio, zero backlash gear 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.

17

Our business strategy is twofold:

1.	engineering and manufacturing our own solutions for industrial applications (our own products) which integrate our patented intellectual property; and
2.	licensing our core intellectual property into our clients products under their manufacturing capacities.

Our business model involves developing and manufacturing prototypes on a fee for services basis, then licensing commercial production for a licensing fee which is either paid directly to us as a royalty for client manufactured products, or incorporated into the profit margin on our own manufactured products.

Our plan is to develop revenues from two sources: engineered and manufactured solutions revenue, which carries associated direct costs of production (material and labor); and royalty/licensing revenue which is pure profit with no associated direct costs of production.

Our goals in the current operating year are:

3.	to introduce two new products, in addition to a Satellite Base Station Pedestal and Continuous Velocity Transmission currently under development; and
4.	in our licensing division, to enter into licensing agreements in three different vertical markets (for illustration: automotive, shipping, and alternative energy).

We maintain our principal executive offices at 1850 Hartley Avenue, Unit #1, Coquitlam, BC, Canada, V3K 7A1. Our telephone number is (604) 523-5500. Our internet website is located at www.ikonagear.com.

Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting policies and estimates during the three and six months ended February 28, 2006 compared to those disclosed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our annual report on Form 10-KSB for the year ended August 31, 2005.

Results of Operations

The following discussion and analysis covers material changes in our results of operations for the six months ended February 28, 2006, and material changes in our results of operations for the three months ended February 28, 2006, as compared to the same periods in 2005. This discussion and analysis should be read in conjunction with "Management's Discussion and Analysis" included in the Company's Annual Report on Form 10-KSB for the year ended August 31, 2005, including audited financial statements contained therein, as filed with the Securities and Exchange Commission on November 29, 2005.

18

Selected Financial Information

The following table provides selected statement of operations data and the percentage change from the prior year:

		Three Months Ended								Six Months Ended
		February 28,								February 28,
		2006		%			2005			2006		%			2005
				Change								Change
REVENUES
Engineering services	$	55,096		3,585	%	$	1,495		$	83,821		2,604	%	$	3,099
Cost of engineering services		(53,376	)	n/a			-			(80,376	)	n/a			-
Gross margin		1,720		15.1	%		1,495			3,445		11.2	%		3,099
EXPENSES
Amortization and depreciation		24,582		18.4	%		20,763			46,921		18.8	%		39,497
Sales and marketing		68,420		(7.0	)%		73584			149,118		(10.4	)%		166,431
General and administrative		152,598		9.2	%		139,731			250,950		(26.5	)%		341,468
Research and development		105,069		(25.8	)%		141,609			197,379		(28.1	)%		274,651
TOTAL EXPENSES		(350,669	)	(6.7	)%		(375,687	)		(644,368	)	(21.6	)%		(822,047	)
OTHER INCOME (EXPENSES)
Interest income		882		(33.7	)%		1,330			3,622		(5.1	)%		3,816
Gain on disposal of assets		-		n/a			-			18,546		n/a			-
TOTAL OTHER INCOME
(EXPENSES)		882		(33.7	)%		1,330			22,168		480.9	%		3,816
Net loss for the period	$	(348,067	)	(6.6	)%	$	(372,862	)	$	(618,755	)	(24.1	)%	$	(815,132	)

Six Month Period Ended February 28, 2006 compared to Six Month Period Ended February 28, 2005

Operating Results

REVENUES. Revenues are generated from the provision of engineering services and from licensing royalties. In the six months ended February 28, 2006, we generated revenues of $83,821. In the six months ended February 28, 2005, we generated revenues of $3,099. The increase in revenues is due to one client, Andrew Corporation for whom we are building satellite base stations. The revenues recorded pertain to milestones under our contract and represent 75% of the revenue of delivering a completed prototype to them.

COST OF ENGINEERING SERVICES. Our cost of engineering services consists of engineering fees and salaries attributable directly to project revenues. Our cost of engineering services in the six months ended February 28, 2006 was $80,376. In the comparative period, we recorded no cost of engineering services as we were not in the business of manufacturing in the prior year.

AMORTIZATION AND DEPRECIATION. We record depreciation expense on our property, plant and equipment and amortization expense on our capitalized patents and trademark costs. In the six months ended February 28, 2006, we recorded depreciation of $46,921. In the comparative period, we recorded no depreciation expense and amortization expense of $39,497 for the six months ended February 28, 2005. The increase in depreciation expense reflects depreciation associated with purchases of depreciable equipment in the past twelve months.

19

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 and CEO and our Executive Vice President; and fees paid to external consultants. Business development expense was $125,704 for the six months ended February 28, 2006. Business development expense was $136,567 for the six months ended February 28, 2005. The decrease in business development expense pertains to a reduction in the use of external consultants in the current six month period.

CORPORATE FINANCE. Corporate finance expense reflects costs associated with fees paid to maintain the corporate finance function of our company. These fees are paid to our CFO who oversees accounting, auditing, and regulatory reporting functions, as well as external consultants who perform fund-raising and investment banking services for our company. Corporate finance expense was $73,505 for the six months ended February 28, 2006. Corporate finance expense was $48,800 for the six months ended February 28, 2005. The increase in corporate finance expense pertains to increased fees to outside consultants for fund-raising and investment banking services.

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 general and administrative expenses were $48,840 for the six months ended February 28, 2006. Our general and administrative expenses were $50,683 for the six months ended February 28, 2005. The decrease in general and administrative expense pertains to the elimination of one of our administrative personnel in April 2005.

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 $33,384 for the six months ended February 28, 2006. In the comparative period, investor relations expenses were $166,477 for the six months ended February 28, 2005. The decrease in investor relations expense is due to a significant reduction in discretionary spending on external investor consulting firms in the current year.

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 $5,532 for the six months ended February 28, 2006. In the comparative period, listing and filing fees were $3,839 for the six months ended February 28, 2005. The increase in listing and filing fees expense pertains to our securities attorney preparing additional SEC filings in the period ended February 28, 2006.

PROFESSIONAL FEES. Our professional fees expense consists primarily of external consulting fees associated with our auditors and our US and Canadian corporate and securities counsel. Professional fees expense was $46,986 for the six months ended February 28, 2006. In the comparative period, professional fees expense was $31,787 for the six months ended February 28, 2005. The increase in professional fees expense over the prior year is associated with our securities attorney doing additional SEC filings in the period ended February 28, 2006

RENT. Our rent expense consists primarily of an office premises lease and associated variable costs such as property taxes, maintenance, and costs passed on to us regarding our lease agreement. Rent expense was $40,532 for the six months ended February 28, 2006. In the comparative period, we recorded rent expense of $36,875 for the six months ended February 28, 2005. The increase in rent expense pertains to an unfavorable change in foreign currency rates in Canada vis-à-vis their US equivalent, plus a small increase in maintenance costs between the past period and the present 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 $197,379 for the six months ended February 28, 2006. In the comparative period, we recorded research and development expense of $274,651 for the six months ended February 28, 2005. The decrease in research and development expense pertains to the utilization of our engineering team on a client project and the reflection of their costs in cost of engineering services rather than in research and development.

20

TRAVEL AND RELATED. Travel and related expense includes all of our travel costs associated with travel including travel for 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 $23,414 for the six months ended February 28, 2006. In the comparative period, we recorded travel and related expense of $29,864. The decrease in expense is associated with reduced travel arrangements during the period ended February 28, 2005, as our engineers spent less time traveling and more time working in our premises on a client’s prototype project.

Three Month Period Ended February 28, 2006 compared to Three Month Period Ended February 28, 2005

Operating Results

REVENUES. Revenues are generated from the provision of engineering services and from licensing royalties. In the three months ended February 28, 2006, we generated revenues of $55,096. In the three months ended February 28, 2005, we generated revenues of $1,495. The increase in revenues is due to one client, Andrew Corporation for whom we are building satellite base stations. The revenues recorded pertain to milestones under our development agreement and revenue associated with delivering a prototype to them.

COST OF ENGINEERING SERVICES. Our cost of engineering services consists of engineering fees and salaries attributable directly to project revenues. Our cost of engineering services in the three months ended February 28, 2006, was $80,376. In the comparative period, in the three months ended February 28, 2005, we recorded no cost of engineering services as we were not in the business of manufacturing in the prior year.

AMORTIZATION AND DEPRECIATION. We record depreciation expense on our property and equipment and amortization expense on our capitalized patents and trademark costs. In the three months ended February 28, 2006, we recorded depreciation of $24,582. In the comparative period, in the three months ended February 28, 2005, we recorded amortization and depreciation expense of $20,763. The increase in depreciation expense reflects depreciation associated with additional purchases of depreciable equipment. At February 28, 2006, we had depreciable property and equipment recorded with an historical cost of $288,735 (February 28, 2005 - $219,386).

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 and CEO and our Executive Vice President; and fees paid to external consultants. Business development expense was $63,640 for the three months ended February 28, 2006. Business development expense was $65,817 for the three months ended February 28, 2005. The decrease in business development expense pertains to a decrease in spending on external consultants.

CORPORATE FINANCE. Corporate finance expense reflects costs associated with fees paid to maintain the corporate finance function of our company. These fees are paid to our CFO who oversees accounting, auditing, and regulatory reporting functions, as well as external consultants who perform fund-raising and investment banking services for our company. Corporate finance expense was $53,019 for the three months ended February 28, 2006. Corporate finance expense was $24,500 for the three months ended February 28, 2005. The increase in corporate finance expense pertains to increased fees to outside consultants for fund-raising and investment banking services.

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 general and administrative expenses were $22,774 for the three months ended February 28, 2006. Our general and administrative expenses were $24,581 for the three months ended February 28, 2005. The decrease in general and administrative expense pertains to the termination of one full time salaried accountant in late April 2005.

21

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 $17,696 for the three months ended February 28, 2006. In the comparative period, investor relations expenses were $53,527 for the three months ended February 28, 2005. The decrease in investor relations expense is due to a significant reduction in discretionary spending on external investor consulting firms in the current year.

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 $2,703 for the three months ended February 28, 2006. In the comparative period, for the three months ended February 28, 2005, listing and filing fees expenses were $919. The increase in listing and filing fees expense pertains to our securities attorney doing additional SEC filings in the period ended February 28, 2006.

PROFESSIONAL FEES. Our professional fees expense consists primarily of external consulting fees associated with our auditors and our US and Canadian corporate and securities counsel. Professional fees expense was $32,968 for the three months ended February 28, 2006. In the comparative period, we recorded professional fees expense of $14,875 for the three months ended February 28, 2005. The increase in listing and filing fees expense pertains to additional audit review of securities filings, and our securities attorneys providing additional services regarding investment banking and financing agreements and associated securities filings in the period ended February 28, 2006.

RENT. Our rent expense consists primarily of an office premises lease and associated variable costs such as property taxes, maintenance, and costs passed on to us regarding our lease agreement. Rent expense was $22,357 for the three months ended February 28, 2006. In the comparative period, we recorded rent expense of $19,414 for the three months ended February 28, 2005. The increase in rent expense pertains to an unfavorable change in foreign currency rates in Canada vis-à-vis their US equivalent, plus a small increase in maintenance costs between the past period and the present 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 $105,069 for the three months ended February 28, 2006. In the comparative period, we recorded research and development expense of $141,609 for the three months ended February 28, 2005. The decrease in research and development expense pertains to the utilization of our engineering team on a client project and the reflection of their costs in cost of engineering services rather than in research and development.

TRAVEL AND RELATED. Travel and related expense includes all of our travel costs associated with 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 $4,780 for the three months ended February 28, 2006. In the comparative period, for the three months ended February 29, 2005, we recorded travel and related expense of $7,767. The decrease in expense is associated with reduced travel arrangements during the period ended February 28, 2005, as our engineers spent less time traveling and more time working in our premises on a client’s prototype project.

Liquidity and Capital Resources

At February 28, 2006, our total cash was $26,791, and our working capital (deficiency) was $18,157, and our stockholders’ equity was $135,551. Since inception, we have incurred cumulative losses of $4,057,342. On March 6, 2006, and March 13, 2006 we completed a private placement of Units consisting of 10% convertible notes and warrants that resulted in gross proceeds of US$1,200,000 ($1,045,671 net of issuance costs of $154,329. The notes are convertible into common stock at a conversion price of $0.50 per share and the warrants are exercisable into 2,400,000 shares of common stock, at an exercise price of $0.59.

22

As at March 13, 2006, at the completion of our private placement, our current working capital, is expected to be sufficient to satisfy our operating requirements for approximately twelve months. Our ability to satisfy projected working capital requirements is 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 secure the necessary capital on terms acceptable to us. If we are unable to raise additional capital when needed, this could have a material adverse affect on us, including possibly requiring us to curtail or cease our operations.

In the six months ended February 28, 2006, our operations consumed $589,921. Our net loss of $618,755 was partially offset by depreciation of $46,921, and by $5,986 of non-cash stock-based compensation, an $18,546 gain on disposal of assets, and $84,872 of non-cash compensation expenses. Our operating assets and liabilities consumed an additional $37,646 for a net cash loss from operations of $589,921 for the six months ended February 28, 2006.

In the six months ended February 28, 2006, we spent $30,902 on furniture, machinery and equipment.

We received a private placement of $300,000 ($276,000 net of associated fees) in October 2005 related to the investment of one non-US investor for investment purposes.

Net cash consumed in the six months ended February 28, 2006 was $344,823 (2005 - $742,584), leaving a balance of cash on hand at February 28, 2006 of $26,791.

Marketing Plan and Engineering Progress

We have developed a marketing plan for vertical, industry-specific applications of the proprietary Ikona Gearing System for applications which capitalize on the unique high torque and low weight attributes of the Ikona Gearing System, including but not limited to the following:

Vertical Market	Client	Progress Update
Medical Equipment	Aircast Inc./Mayo Clinic.	Designed, entered into License in Feb. 2004, receiving licensing royalties.
Automotive	Magna International Inc.	Entered into master License Agreement on December 15, 2005
Aircraft and military equipment	Andrew Corporation	Manufacturing 5 units over Q2 and Q3 of 2006
	Pratt & Whitney	In progress - Engineering feasibility study
Robotics and high precision Machinery	Universal Robotics ApS	Received order, in progress, deliverable in Q3-2006
High torque industrial machinery	MiVa Engineering (Oil & Gas tech.)	Received order, in design
		Deliverable in Q3 or Q4 of 2006
	Riverside Forest Products	In progress – designed, modified and in testing
	Paccar Winch Division	In progress - Engineering feasibility study
	SKF	In progress - Engineering feasibility study
	TM4	In progress - Engineering feasibility study
Alternate energy sources	StarRotor Corporation	In progress – designed, fabricated, and in testing

23

Magna Progress

On December 15, 2005, we entered into a Licensing Agreement with MAGNA Drivetrain AG & Co KG, an Austrian corporation ("Magna"). Under terms of the agreement, Magna will license the patented Ikona Gear technology platform for incorporation into specified automotive applications throughout North America and Europe. Magna has a right to designate its applications as exclusive on a per application basis, by paying an associated up-front exclusivity fee per designated Magna automotive application. Ikona Gear is also to receive royalties on a per application basis, for exclusive, as well as non-exclusive, Magna automotive applications. We anticipate at least one application being designated as exclusive by August 31, 2006. We anticipate that unit royalties from Magna will not be realized at least until 2007. However, we have no absolute assurances that either an exclusivity fee or unit fees will be realized in the near term.

Other Engineering Progress and Implications for our Business Model

Our marketing and engineering efforts thus far have led us to conclude that though the Ikona Gear is of interest to manufacturers of engineering product applications, we are likely to experience delays in adopting the new technology unless we have the engineering design and manufacturing resources available to develop and sell a prototype to a prospective client. For this reason we have recruited new engineering personnel with product design and manufacturing experience to help accelerate the adoption of our technology. We have experienced a significant success with one client in the defense sector, designing and developing a prototype for a portable military satellite pedestal with an Ikona gearbox to enable the automated rotation and tilting of a 2.4 meter antenna. Although we will continue to offer clients an ability to license our gear technology, we believe that the change in our business model will lead to accelerated and more significant revenues by our offering of product design and manufacturing.

Even though we have concluded of a Licensing Agreement with Magna, we will only be able to calculate our royalties as they determine which automotive applications they wish to designate as exclusive under our agreement with them, and as we come to learn of the size of order their clients place with Magna in the coming years.

Item 3 Controls and Procedures

As of the end of our fiscal quarter ended February 28, 2006, an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a – 15(e) and 15d – 15(e) of the United States Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon that evaluation, the CEO and CFO have concluded that as of the end of such fiscal quarter, our disclosure controls and procedures are effective: (i) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

It should be noted that while our management, including the CEO and CFO, believe our disclosure controls and procedures provide a reasonable level of assurance that such controls and procedures are effective, they do not expect that our disclosure controls and procedures or internal controls will prevent all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

There was no change in our internal control over financial reporting during the quarter ended November 30, 2005, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

24

Part II - OTHER INFORMATION

Item 1 Legal Proceedings:

None.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds:

Please refer to our Form 8-K, filed with the SEC on March 16, 2006.

Item 3 Defaults upon Senior Securities:

None.

Item 4 Submission of Matters to a Vote of Security Holders:

None.

Item 5 Other Information:

As of March 13, 2006, a wholly-owned subsidiary, Ikona Gear Corp., a British Columbia Corporation changed its name to Ikona Industries Corporation.

Item 6 Exhibits

(a)

Exhibit No.	Description
4.1	Form of Broker Warrant
31.1	Certification of Principal Executive Officer
31.2	Certification of Principal Financial Officer
32.1	Certification pursuant to 18 USC Section 1350

SIGNATURES

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

IKONA GEAR INTERNATIONAL, INC.
By:       /s/ Laith Nosh	By:       /s/ Raymond L. Polman
Laith Nosh, President & CEO	Raymond L. Polman, CA, CFO
Date: April 12, 2006	(Principal Financial and Accounting Officer)
	Date: April 12, 2006

25

EX-4.1

Exhibit 4.1

Form of Broker Warrant

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH NOTE MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

THE HOLDER OF THIS WARRANT MUST NOT SELL THIS WARRANT OR THE SHARES ISSUABLE UPON CONVERSION OF THIS WARRANT TO A RESIDENT OF BRITISH COLUMBIA, CANADA, INTO BRITISH COLUMBIA, CANADA OR THROUGH A MARKET IN BRITISH COLUMBIA, CANADA BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE.

________________________________________
IKONA GEAR INTERNATIONAL, INC.
1850 HARTLEY AVENUE, UNIT #1
COQUITLAM, BC V3K 7A1
CANADA

STOCK PURCHASE WARRANT

Warrant No.: ____	Right to Purchase: _________________
Date:

          THIS CERTIFIES THAT, for value received, ________________________________ (the “Holder”), is entitled to purchase from IKONA GEAR INTERNATIONAL, INC., a Nevada corporation (the “Company”), at any time from ___________ until 5:00 p.m. (EST) on ____________ [5 years] ___________ [number] fully paid and nonassessable shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), at an exercise price of $0.50 per share (the “Exercise Price”), as adjusted.

          1.      The Company is issuing this Warrant to the Holder pursuant to the engagement agreement dated February 21, 2006 between the Company and Westminster Securities Corporation (the “Engagement Letter”).

          2.      (a)      To exercise this Warrant or any part of this Warrant, the Holder must deliver to the Company (collectively, the “Exercise Documentation”): (i) a completed exercise agreement, a form of which is attached hereto; (ii) this Warrant; and (iii) a check or wire transfer payable to the Company in an amount equal to the product of the exercise price and the number of shares the Holder desires to purchase. The Company will, without charge, use its best efforts to issue certificates for shares of Common Stock purchased upon exercise of this Warrant within five days after receipt of the Exercise Documentation. Unless this Warrant has expired, or all of the purchase rights represented by this Warrant have been exercised, the Company will also prepare a new Warrant, substantially identical to this Warrant, representing the rights formerly represented by this Warrant which have not expired or been exercised.

           Notwithstanding the foregoing, this Warrant my be exercised only by persons who represent at the time of exercise: (i) that they are the original recipient hereof, (ii) that they are not located in the United States, are not a “U.S. Person” (as defined in Rule 902 under the Securities Act, and are not acquiring the Common Stock for the account or benefit of a U.S. Person or a person in the United States, or (iii) that they have delivered the Exercise Documentation..

                    (b)      At any time this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of shares of Common Stock equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =	the closing bid price on the trading day preceding the date of such election;
(B) =	the Exercise Price of the Warrants, as adjusted; and
(X) =	the number of shares of Common Stock issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

          3.      The Company will at all times reserve and keep available for issuance upon the exercise of this Warrant such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant, and upon such issuance such shares of Common Stock will be validly issued, fully paid and nonassessable.

          4.      This Warrant does not and will not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

          5.      Certain Adjustments.

          (a)      Stock Splits, etc. The number and kind of securities purchasable upon the exercise of this Warrant and the exercise price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of shares or other securities resulting from such adjustment at an exercise price per share or other security obtained by multiplying the exercise price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

          (b)      Subsequent Equity Sales. If the Company or any subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or any securities of the Company or the subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”) at an effective price per share less than the then exercise price of this Warrant (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”), as adjusted hereunder (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which is issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the exercise price of this Warrant, such issuance shall be deemed to have occurred for less than the exercise price), then, the Exercise Price shall be reduced and shall be the same price as the lowest such effective price per share in connection with such issuance. Such adjustments shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the three business days following the issuance of any Common Stock or Common Stock Equivalents subject to this section, indicating therein the applicable issuance price, or the applicable reset price, exchange price, conversion

price and other pricing terms (such notice the “Dilutive Issuance Notice”). Notwithstanding the foregoing, no adjustments, alternate consideration nor notices shall be made, paid or issued under this Section in respect of an issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any securities issued hereunder, and (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a person or entity which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

          (c)      Pro Rata Distributions. If the Company, at any time prior to the termination date or exercise date of this Warrant, shall distribute to all holders of Common Stock (and not to Holders of the Warrants) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to the above section), then in each such case the exercise price of this Warrant shall be adjusted by multiplying the exercise price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the closing bid price determined as of the record date mentioned above, and of which the numerator shall be such closing bid price on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holders of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

          (d)      Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section. For purposes of this Section, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section shall similarly apply to successive reorganizations, reclassifications, mergers,consolidations or disposition of assets.

                     Whenever the number of shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the exercise price is adjusted, as herein provided, the Company shall give notice

thereof to the Holder, which notice shall state the number of shares (and other securities or property) purchasable upon the exercise of this Warrant and the exercise price of such shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made.

          6.      Whenever the number of shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the exercise price is adjusted, as herein provided, the Company shall give notice thereof to the Holder, which notice shall state the number of shares (and other securities or property) purchasable upon the exercise of this Warrant and the exercise price of such shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made.

          7.      Notice of Corporate Action. If at any time:

          (a)      the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or

          (b)      there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or,

          (c)      there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company,

          then, in any one or more of such cases, the Company shall give to the Holder (i) at least 20 days’ prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 20 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with this Section 7. Delivery shall be deemed to be made upon the mailing, by first class mail, of all notices required to be delivered hereunder.

          8.      The construction, validity and interpretation of this Warrant will be governed by the laws of the State of New York, without giving effect to conflict of laws principles.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested by its duly authorized officers under its corporate seal.

IKONA GEAR INTERNATIONAL, INC.	ATTEST:
By: _______________________________________
Name: Laith Nosh	Secretary
Title: President and CEO

EXHIBIT

EXERCISE AGREEMENT

To: Ikona Gear International, Inc.

                    (1)      The undersigned hereby elects to purchase ________ shares of Ikona Gear International, Inc. pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

                    (2)      Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] the cancellation of such number of shares as is necessary, in accordance with the formula set forth in subsection 2(b), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(b).

                    (3)      Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below: 
                               _______________________________

                    (4)      The undersigned hereby represents, as of the date hereof (please check one box):

[ ] we are the original recipient of the attached Warrant,

[ ] we are not located in the United States, we are not a “U.S. Person” (as defined in Rule 902 under the Securities Act, and we are not acquiring the Common Stock for the account or benefit of a U.S. Person or a person in the United States, or

[ ] we have delivered the Exercise Documentation.

The shares shall be delivered to the following:

_______________________________

_______________________________

_______________________________

[HOLDER]

By: ______________________________
       Name:
       Title:

Dated: _______________________

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)) 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)	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
	(c)	Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5.	The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: April 12, 2006	/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)) 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)	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
	(c)	Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5.	The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: April 12, 2006	/s/ Raymond L. Polman, CA
	Raymond L. Polman, CA, CFO, Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION 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 28, 2006, the undersigned hereby certify in their capacities as Chief Executive Officer and Chief Financial Officer of Ikona Gear International, Inc. that to their knowledge:

          1.      such Quarterly Report on Form 10-QSB of Ikona Gear International, Inc. for the quarter ended February 28, 2006, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

          2.      the information contained in such Quarterly Report on Form 10-QSB of Ikona Gear International, Inc. for the quarter ended February 28, 2006, fairly presents, in all material respects, the financial condition and results of operations of Ikona Gear International, Inc.

IKONA GEAR INTERNATIONAL, INC.

/s/ LAITH NOSH

Laith Nosh, President and Chief Executive Officer

Dated: April 12, 2006

/s/ RAYMOND POLMAN

Raymond L. Polman, CA, Chief Financial Officer

Dated: April 12, 2006