EX-99.55 23 exhibit22.htm EX-99.55 Exhibit  EX-99.55

INTERNATIONAL GEMINI TECHNOLOGY INC.
#208 — 828 Harbourside Drive,
North Vancouver, British Columbia V7P 3R9
Telephone: (604) 904-8481 Facsimile: (604) 904-9431

THE ATTACHED INTERIM FINANCIAL STATEMENTS FORM AN INTEGRAL PART OF THIS MANAGEMENT DISCUSSION AND ANALYSIS AND ARE HEREBY INCLUDED BY REFERENCE

Management Discussion and Analysis as of May 28, 2004

Management has been pursuing projects involving precious metals exploration and development. It has also been reviewing an industrial project. Both of these areas of activity strain the limited resources of the company. In the industrial situation one of the key elements is to determine how expensive the product is to market. That combined with the length of the sales cycle will be the key determinant of ultimate commercial success. Without positive results, securing the necessary financing will be difficult. The other activity that management undertook during the quarter was to file the 20-f with the SEC earlier than usual.

Trend Analysis

The business of the Company entails significant risks. Any analysis of the trend of the company’s activities would reveal this. And there is nothing to suggest that these trends will change.

The company’s sole activity is its search for a suitable acquisition or acquisitions that can be made and financed at prices and terms that make business sense. The acquisitions targeted will provide products and/or services to customers largely in the United States. They should also have the potential to be grown significantly by excellence in marketing.

World economic conditions, including the trade and budget deficits in the United States, have made the case for precious metals a compelling one. This, combined with the availability of capital for precious metals projects has expanded the acquisition search to include precious metals exploration and development opportunities.

The company has regularly been behind major trends and as a result missed them.

1

2

                         
Selected Financial Data [Annual]                    
(Expressed in Canadian Dollars)            
    12 Months ended December 31    
    2003   2002   2001
Net Operating Revenues
  $ 3,000       22,000       0  
Net income (loss)
  $ (37,863 )     (35,443 )     (23,805 )
Income per share from continued operations
  $ 0       0       0  
Share capital per Canadian GAAP
  $ 13,265,283       13,265,283       13,265,283  
Common shares issued
    8,323,119       8,323,119       8,323,119  
Weighted average shares outstanding per Canadian GAAP
    9,666,848       9,666,848       9,666,848  
Total Assets
  $ 49,070       157,186       134,991  
Net Assets (liabilities)
  $ 36,715       74,578       109,842  
Cash Dividends Declared per Common Shares
  $ 0       0       0  
Exchange Rates (Cdn$ to U.S.$) Period Average
  $ 0.7135       0.6368       0.6458  

Overview

The company‘s sole focus is on finding and completing a suitable acquisition, or suitable acquisitions. This activity is largely carried out by the directors and large shareholders at their expense. Accordingly its revenue is insignificant and certainly not material. Results can fluctuate on the basis of postal rate increases, or reductions in courier or long distance phone rates.

Results of Operations

The company has shown modest losses for the past several years. These losses result largely from having no revenue, rather than having unusual expenses. The expenses of the company are almost completely related to satisfying regulatory requirements, including the annual meeting, communication with shareholders; and seeking and evaluating acquisition prospects for suitability and ability to attract financing.

Fluctuations in Results

The Company’s annual operating results fluctuate, but very little.

Liquidity and Capital Resources

Since the Company is organized in Canada, the Company’s March 31, 2004 consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles.

As at March 31, 2004, the Company had accumulated losses totaling $13,281,912. The Company had a working capital deficit of $14,879 as at March 31, 2004. The continuation of the Company is dependent upon the continued financial support of shareholders as well as obtaining long-term financing when the company concludes an appropriate merger or acquisition agreement.

As noted, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might arise from uncertainty. However, had the audit been conducted in accordance with U.S. generally accepted auditing standards the auditors would have reflected these concerns in their report and would have included an explanatory paragraph in their report raising concern about the Company’s ability to continue as a going concern.

As at March 31, 2004 the Company had cash and term deposits of $408 and a working capital deficit of $14,879.

                                                                 
Selected Financial Data [Quarterly - unaudited]                                                        
(Expressed in Canadian Dollars)
                                                       
 
                                  Quarter Ended                        
 
    3/31/2004       12/31/2003       9/30/2003       6/30/2003       3/31/2003       12/31/2002       9/30/2002       6/30/2002  
Net Operating Revenues
  $ 0       0       3,000       0       0       22,000       0       0  
Net income (loss)
  $ (5,570 )     (10,512 )     (8,797 )     (9,534 )     (9,020 )     21,316       (9,806 )     (41,077 )
Income per share from continued operations
  $ 0       0       0       0       0       0       0       0  
Share capital per Canadian GAAP
  $ 13,265,283       13,265,283       13,265,283       13,265,283       13,265,283       13,265,283       13,265,283       13,265,283  
Common shares issued
    8,323,119       8,323,119       8,323,119       8,323,119       8,323,119       8,323,119       8,323,119       8,323,119  
Weighted average shares outstanding per Canadian GAAP
    9,666,848       9,666,848       9,666,848       9,666,848       9,666,848       9,666,848       9,666,848       9,666,848  
Total Assets
  $ 46,432       49,070       84,042       160,457       158,334       157,186       133,621       136,417  
Net Assets (liabilities)
  $ 31,145       36,715       47,230       56,027       65,558       74,578       53,083       62,889  
Cash Dividends Declared per Common Shares
  $ 0       0       0       0       0       0       0       0  

3

Additional Disclosure for Venture Issuers Without Significant Revenue

The Company Has No Viable Business.

The Company Has No Funds.

There Is No Assurance That The Company Can Access Additional Capital.

The Company Has A History Of Operating Losses And May Have Operating Losses And A Negative Cash Flow In the Future.

The Company’s Auditors Have Indicated That U.S. Reporting Standards Would Require Them To Raise A Concern About The Company’s Ability To Continue As A Going Concern.

There Is No Market For Our Common Shares

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.

Table of Contractual Obligations

No contractual arrangements exist.

Critical Accounting Estimates

There are no critical accounting estimates.

Changes in Accounting Policies

There have been no changes in accounting policies.

4