International Gemini Technology Inc.

EX-99.1 2 exhibit1.htm EX-99.1 Exhibit EX-99.1

INTERNATIONAL GEMINI TECHNOLOGY INC.
#208 — 828 Harbourside Drive
North Vancouver, British Columbia V7P 3R9

NOTICE OF THE ANNUAL AND SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2006

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “Meeting”) of the shareholders of International Gemini Technology Inc. (the “Corporation”) will be held at #208 — 828 Harbourside Drive, North Vancouver, British Columbia on June 29, 2006 at 2:00 p.m., Vancouver time, for the following purposes:

1. To receive the financial statements for the period ended December 31, 2005 and the auditors’ report thereto;

2. To fix the number of directors of the Corporation to be elected at the meeting at five (5);

3. To elect the board of directors of the Corporation until the next annual meeting of shareholders;

4. To appoint auditors until the next annual meeting of shareholders and to authorize the directors to fix the remuneration to be paid to the auditors;

5. To change the name of the Corporation from “International Gemini Technology Inc.” to “Widescope Resources Inc.” or to such other name as the directors of the Corporation deem fit; and

6. To transact such other business as may properly be brought before the Meeting or any adjournment thereof.

Information relating to the matters to be brought before the meeting is set forth in the management information circular which accompanies this Notice of Meeting. Terms not herein defined have the meaning ascribed to them in the said management information circular of the Corporation.

DATED at Vancouver, British Columbia this 31^st day of May, 2006.

BY ORDER OF THE BOARD OF DIRECTORS

“Douglas E. Ford" Douglas E. Ford

Director

IMPORTANT

Only holders of common shares of the Corporation of record at the close of business on May 29, 2006 (the “Record Date”) are entitled to notice of and to participate at the Meeting and only such persons or those who become holders of common shares of the Corporation after the Record Date and comply with the provisions of the Business Corporations Act (British Columbia) are entitled to vote at the Meeting. If you are unable to attend in person, kindly fill in, sign and return the enclosed proxy in the envelope provided for that purpose.

Proxies, to be valid, must be deposited at the office of the registrar and transfer agent of the Corporation, Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment thereof.

INTERNATIONAL GEMINI TECHNOLOGY INC.
#208 — 828 Harbourside Drive
North Vancouver, British Columbia V7P 3R9

MANAGEMENT INFORMATION CIRCULAR

PURPOSE OF SOLICITATION

This Management Information Circular is furnished in connection with the solicitation of proxies by the management of International Gemini Technology Inc. (the “Corporation”) for use at the annual and special meeting (the “Meeting”) of shareholders of the Corporation to be held at #208 — 828 Harbourside Drive, North Vancouver, British Columbia on June 29, 2006 at 2:00 p.m., Vancouver time, and at any adjournment thereof for the purposes set out in the accompanying Notice Of Meeting. Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone by directors, officers or regular employees of the Corporation. Pursuant to National Instrument 54-101, arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of the common shares (“Common Shares”) of the Corporation. The cost of any such solicitation will be borne by the Corporation.

VOTING OF PROXIES

All Common Shares represented at the Meeting by properly executed proxies will be voted and where a choice with respect to any matter to be acted upon has been specified in the instrument of proxy, the Common Shares represented by the proxy will be voted in accordance with such specifications. In the absence of any such specifications, the management designees, if named as proxy, will vote in favour of all the matters set out herein.

The enclosed Instrument of Proxy confers discretionary authority upon the management designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. At the date of this Management Information Circular, the Corporation is not aware of any amendments to, or variations of, or other matters which may come before the Meeting. In the event that other matters come before the Meeting, then the management designees intend to vote in accordance with the judgment of the management of the Corporation.

APPOINTMENT OF PROXY

A shareholder has the right to designate a person (who need not be a shareholder of the Corporation) other than Martin Schultz, Secretary and Director of the Corporation, or failing him, Douglas E. Ford, Director of the Corporation, the management designees, to attend and act for the shareholder at the Meeting. Such right may be exercised by inserting in the blank space provided the name of the person to be designated and deleting therefrom the names of the management designees, or by completing another proper instrument of proxy and, in either case, depositing the instrument of proxy with the registrar and transfer agent of the Corporation, Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or any adjournment thereof.

REVOCATION OF PROXIES

A shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy.

A shareholder may revoke a proxy by depositing an instrument in writing, executed by the shareholder or his attorney authorized in writing, or, if the shareholder is a corporation, under its corporate seal or signed by a duly authorized officer or attorney for the corporation:

(a) at the offices of the registrar and transfer agent of the Corporation, Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the Meeting or an adjournment of the Meeting at which the proxy is to be used; or

(b) at the registered office of the Corporation, #208 — 828 Harbourside Drive, North Vancouver, BC V7P 3R9, at any time up to and including the last business day preceding the day of the Meeting or an adjournment of the Meeting at which the proxy is to be used; or

In addition, a proxy may be revoked by the shareholder executing another form of proxy bearing a later date and depositing same at the offices of the registrar and transfer agent of the Corporation within the time period set out under the heading “Voting of Proxies”, or by the shareholder personally attending the Meeting and voting his or her shares.

ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES

ON VOTING COMMON SHARES

The information set forth in this section is of significant importance to many shareholders of the Corporation, as a substantial number of shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (“Beneficial Shareholders”) should note that only proxies deposited by shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the shareholder’s name on the records of the Corporation. Such Common Shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the nominee of The Canadian Depository for Securities Limited, which acts as depositary for many Canadian brokerage firms). Common Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries and brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders meetings. Every intermediary and broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is identical to the form of proxy provided to registered shareholders. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to ADP Investor Communications Services (formerly Independent Investor Communications Corporation) (“ADP”). ADP typically applies a special sticker to the proxy forms, mails those forms to the Beneficial Shareholders and asks Beneficial Shareholders to return the proxy forms to ADP. ADP then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at a meeting. A Beneficial Shareholder receiving a proxy with an ADP sticker on it cannot use that proxy to vote Common Shares directly at the Meeting. The proxy must be returned to ADP well in advance of the Meeting in order to have the Common Shares voted at the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her broker (or an agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder, should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The only outstanding securities of the Corporation carrying voting rights are the Common Shares. The Corporation is authorized to issue an unlimited number of Common Shares without nominal or par value, of which, as at the date hereof 9,883,452 Common Shares are issued and outstanding and entitled to vote at the Meeting on the basis of one (1) vote for each Common Share held.

The holders of Common Shares of record at the close of business on the record date, set by the Board of Directors of the Corporation to be May 29, 2006 (the “Record Date”), are entitled to vote such Common Shares at the Meeting, except to the extent that:

(a) such person transfers his or her Common Shares after the Record Date; and

(b) the transferee of those shares produces properly endorsed share certificates or otherwise establishes his or her ownership to the shares and makes a demand to the registrar and transfer agent of the Corporation, not later than 10 days before the Meeting, that his or her name be included on the shareholders list for the Meeting.

The by-laws of the Corporation provide that two (2) persons present and representing, in person or by proxy, not less than ten percent (10%) of the issued shares entitled to vote constitute a quorum for meetings of shareholders of the Corporation.

To the knowledge of the directors and executive officers of the Corporation, no person beneficially owns, directly or indirectly, or controls or directs ten percent (10%) or more of the outstanding Common Shares.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board of Directors of the Corporation, the only matters to be placed before the Meeting are those matters set forth in the Corporation’s accompanying Notice of Meeting relating to: (i) receipt of the audited financial statements of the Corporation for the periods ended December 31, 2005 and the Auditor’s Report thereto; (ii) the fixing of the number of directors to be elected at the Meeting at five (5) and the election of directors until the next annual meeting of shareholders; (iii) the appointment of auditors; and (iv) to change the name of the Corporation from “International Gemini Technology Inc.” to “Widescope Resources Inc.” or to such other name as the directors of the Corporation deem fit.

Election of Directors

There are presently five (5) directors of the Corporation, each of whose term of office shall expire at the termination of the Meeting unless such director is re-elected as a director at the Meeting.

It is the intention of the management designees, if named as proxy, to vote for the election of said persons to the board of directors. Management does not contemplate that any of such nominees will be unable to serve as directors; however, if, for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the shareholder has specified in his or her proxy that his or her shares are to be withheld from voting in the election of directors. Each director elected will hold office until the Corporation’s next annual meeting of shareholders or until his successor is duly elected or appointed pursuant to the by-laws of the Corporation.

The following information relating to the nominees as directors is based on information received by the Corporation from said nominees.


			Number of
	Principal		Common Shares	Options Granted
Name and Municipality	Occupation during	Director	Beneficially Owned	Exercisable/
of Residence ⁽²⁾	the Last Five Years	Since	or Controlled	Unexercisable
Edward Dolejsi Delta, BC Director, President & Chief Executive Officer	President of the Corporation. Independent businessman and President of C3D Solutions Inc. a software reseller.	March, 1990	6,200 Common Shares	nil

Martin Schultz Vancouver, BC Director & Secretary	Secretary of the Corporation. Independent finance and marketing consultant. Principal of Dockside Capital Group Inc., a private merchant banking and venture capital firm.	March, 1990	483,167 Common Shares	nil

Edward D. Ford ⁽¹⁾ Vancouver, BC Director and Vice-President, Finance	Vice-President, Finance of the Corporation. President of Dockside Capital Group Inc., a private merchant banking and venture capital firm.	March, 1990	914,000 Common Shares	nil

Douglas E. Ford ⁽¹⁾ West Vancouver, BC Director	General Manager of Dockside Capital Group Inc., a private merchant banking and venture capital firm from 1987 to present.	September, 1992	914,000 Common Shares	nil

John Stanton ⁽¹⁾ Sarasota, FL Director	Independent Pharmacy consultant.	November, 1990	55,000 Common Shares	nil

Notes:

(1) Audit Committee member.

(2) The Corporation does not have an Executive Committee.

Appointment of Auditors

The management designees, if named as proxy, intend to vote the Common Shares represented by any such proxy for the reappointment of Dale Matheson Carr-Hilton LaBonte, Chartered Accountants (“DMCL”), as auditors of the corporation at a remuneration to be fixed by the board of directors. DMCL were initially appointed auditors of the Corporation at the Annual and Special Meeting of Shareholders held on June 28, 2005.

APPROVAL OF THE CHANGE OF NAME OF THE CORPORATION

The directors of the Corporation deem it in the best interest of the Corporation to change the name of the Corporation from “International Gemini Technology Inc.” to “Widescope Resources Inc.” or to such other name as the directors of the Corporation deem fit.

At the Meeting, the shareholders of the Corporation will be asked to consider and, if thought fit, to pass the following resolution:

“BE IT RESOLVED THAT:

1. the Articles of the Corporation shall, pursuant to section 257 of the Business Corporations Act (British Columbia), be altered by changing the name of the Corporation from “International Gemini Technology Inc.” to “Widescope Resources Inc.” or to such other name as the directors of the Corporation deem fit;

2. the directors of the Corporation be authorized for and on behalf of the Corporation to file with the Registrar of Companies a Notice of Alteration;

3. any one director or officer of the Corporation be authorized for and on behalf of the Corporation to make all such arrangements, do all acts and things and to sign and execute all documents and instruments in writing, whether under the corporate seal of the Corporation or otherwise, as may be considered necessary or advisable to give full force and effect to the foregoing; and

4. the board of directors of the Corporation be and are hereby authorized to revoke without further approval of the shareholders, this resolution at any time prior to the completion thereof, notwithstanding the approval by the shareholders of same, if determined in the board’s sole discretion to be in the best interests of the Corporation.”

The foregoing resolution must be passed by a majority of the votes cast by the shareholders who vote on this resolution at the Meeting, either in person or by proxy.

If named as proxy, it is the intention of the management designees to vote the Common Shares represented by such proxy at the Meeting for the Change of Name, unless otherwise directed in the instrument of proxy.

EQUITY COMPENSATION PLANS

Other than the Corporation’s existing Stock Option Plan which was ratified at the June 28, 2005 Annual and Special Meeting of Shareholders, the Corporation does not have any compensation plans under which equity securities of the Corporation (being Common Shares) are authorized for issuance. Currently, no options to purchase Common Shares of the Corporation have been granted pursuant to the Stock Option Plan. Under the Stock Option Plan, 988,345 Common Shares are available for issuance under the Stock Option Plan

COMPENSATION OF EXECUTIVE OFFICERS

For the purpose of this section, a “CEO” or “CFO” means each individual who served as Chief Executive Officer or Chief Financial Officer, respectively, of the Corporation or acted in a similar capacity during the most recently completed financial year. A “Named Executive Officer” means each CEO; each CFO; each of the Corporation’s three (3) most highly compensated executive officers other than the CEO and CFO who were serving as executive officers at the end of the most recently completed financial year of the Corporation and whose total salary and bonus exceeds $150,000; and any additional individuals (other than the CEO and CFO) for whom disclosure would have been provided except that the individual was not serving as an officer of the Corporation at the end of the most recently completed financial year end.

Summary Compensation Table

The following table sets forth detailed compensation information for the Named Executive Officers for the three (3) most recently completed financial years of the Corporation.

Annual Compensation

Long Term Compensation

Awards

Payouts

Common Shares Under

Other Annual

Options or SARs

Compensation⁽¹⁾

Granted⁽²⁾

LTIP

Name and

Year Ended

Salary

Bonus

Shares or Units Subject to

Payouts⁽³⁾

All Other Compensation

Principal Position

December 31

($)

(#)

Resale Restriction ($)

($)

Edward Dolejsi

2005

$Nil

Nil

President and Chief

2004

$Nil

Nil

Executive Officer

2003

$Nil

Nil

Edward Ford

2005

$Nil

Nil

Chief Financial

2004

$Nil

Nil

Officer

2003

$Nil

Nil

2005

$Nil

Nil

Martin Schultz

2004

$Nil

Nil

Secretary

2003

$Nil

Nil

Notes:

(1) The aggregate amount of all perquisites and other personal benefits, securities or property was less than the lesser of $50,000 and 10% of the total annual salary and bonus of the Named Executive Officer for each financial year.

(2) SARs means stock appreciation rights, being a right granted by the Corporation or any of its securities as compensation for employment services or office to receive cash or an issue or transfer of securities based wholly or in part on changes in the trading price of the Corporation’s publicly traded securities, being the Common Shares.

(3) LTIP means long-term incentive plan, being a plan providing compensation intended to motivate performance over a period greater than one (1) financial year. LTIPs do not include option or SAR plans or plans for compensation through shares or units that are subject to restrictions on resale.

Long-Term Incentive Plans

Other then the Stock Option Plan, the Corporation does not have any plans which provide compensation intended to motivate performance.

Options and Stock Appreciation Rights

No Stock Options or SARs have been granted by the Corporation.

Termination of Employment, Change in Responsibilities and Employment Contracts

The Corporation has no employment contracts.

COMPENSATION OF DIRECTORS

Directors’ Fees

During the financial year ended December 31, 2005 no compensation was paid by the Corporation to directors for acting as directors. However, directors are entitled to be reimbursed for expenses incurred by them in their capacity as director.

Other Compensation

Other than as described herein, the Corporation did not pay any other compensation to its directors during the financial year ended December 31, 2005.

MANAGEMENT CONTRACTS

Management functions of the Corporation are performed by the directors and executive officers of the Corporation and are not to any substantial degree performed by any other person.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

No current or former director, executive officer or employee of the Corporation or any of its subsidiaries is indebted to the Corporation or any of its subsidiaries or to any other entity where the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or any of its subsidiaries at any time during the twelve-month period ended December 31, 2005.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth in this Management Information Circular, the management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer at any time since the beginning of the Corporation’s last financial year or any proposed nominee for election as a director, or any associate or affiliate of any of the foregoing persons, in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors. All of the directors and officers may receive options pursuant to the Stock Option Plan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth below regarding the Corporations’ interest in Pinefalls Gold, the management of the Corporation is not aware of any material interest, direct or indirect, of any informed person of the Corporation or any proposed nominee as a director of the Corporation, or any associate or affiliate of any such person in any transaction since the commencement of the Corporation’s most recently completed financial year, or in any proposed transaction, that has materially affected or would materially affect the Corporation or any of its subsidiaries.

Pinefalls Gold

The Corporation has entered into a subscription agreement with Outback Capital Inc. (dba “Pinefalls Gold”) a privately held Alberta corporation. The agreement calls for the Corporation to invest $200,000 into Pinefalls Gold via private placement. To date the Corporation has invested $90,000 of its commitment.

Upon receiving proceeds from its private placement Pinefalls Gold began recommended phase one exploration work on its seventeen (17) mining claims in the area of Bissett, Manitoba. The claims are included in the Rice Lake greenstone belt and cover an area of approximately 2800 hectares. The claims are the subject of a Qualifying Report dated June 30, 2004 prepared by Edward Sawitzky, P. Geo. of Arc Metals Ltd. (“Arc”). Arc prepared the report to standards dictated by National Instrument 43-101.

In exchange for its total investment, the Corporation will receive 4 million units of Pinefalls Gold. Each unit will consist of one (1) common share and one (1) warrant to purchase one (1) common share at $0.075 for a period of two (2) years. Prior to exercising its warrants the Corporation will own approximately 37% of the then outstanding 10.7 million common shares of Pinefalls Gold. Assuming the exercise of the warrants, the Corporation will own approximately 54% of Pinefalls Gold.

Separately, the Corporation has entered into an Option Agreement with one of the principal shareholders of Pinefalls Gold (the “PFG Option”) which entitles the Corporation to acquire a further 3 million common shares of Pinefalls Gold in exchange for one million common shares of the Corporation. The PFG Option is exercisable at the Corporation’s sole discretion until it expires on March 31, 2007.

The Corporation and Pinefalls Gold have entered into these arrangements on a non-arms length basis. The two companies have certain directors and principal shareholders in common. The Corporation’s directors with conflicts of interest have refrained from voting on the relevant resolutions. The Corporation is relying on exemptions 5.5(3)[corporation not listed on specified markets] and 5.7(3)[fair market value not more than $2,500,000] from the formal valuation and minority approval requirements of OSC Rule 61-501 regarding Related Party Transactions.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board of Directors and management of the Corporation believe that effective corporate governance is important to the prudent direction and operation of the Corporation and are committed to instituting and monitoring such policies, procedures, practices and structures as are necessary to ensure effective corporate governance so as to best serve the interests of all shareholders.

The Corporation’s corporate governance practices and policies are subject to ongoing review and refinement, having regard to changes within the Corporation and having regard to changes in applicable laws and regulatory policies and evolving best practices.

In prior years, companies listed on the Toronto Stock Exchange (“TSX”) were required to disclose their corporate governance practices as such related to the guidelines published by the TSX. However, on June 30, 2005, National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) became effective, requiring all Canadian companies to disclose their corporate governance practices in compliance with NI 58-101. Disclosure of the Corporation’s corporate governance practices in accordance with NI 58-101 is outlined below.

Composition of the Board of Directors
The Board of Directors is currently composed of the following five directors: Edward Dolejsi, Edward Ford, Martin Schultz, John Stanton and Douglas Ford; with an additional director’s seat unoccupied, all of whom will be presented for election at the Meeting.

Should all five individuals presented for election at the Meeting be elected, two of the five members of the Board (being Messrs. Douglas Ford, and John Stanton) will be “independent” directors for the purposes of NI 58-101. An independent director is a director who has no direct or indirect material relationship with the Corporation. A material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director’s independent judgment with respect to the Corporation. Mr. Dolejsi, President and Chief Executive Officer of the Corporation; Mr. Edward Ford, Vice President, Finance of the Corporation and Mr. Martin Schultz Secretary of the Corporation do not qualify as independent directors.

There are no special structures or processes in place to facilitate the functioning of the Board of Directors independently of the Corporation’s management. However, the independent directors are given full access to management so that they may express their own views and communicate their expectations of the management.

The Board does not make formal assessments of the Board, its committees and individual directors, however, the Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees

The Board believes that given Mr. Schultz’s detailed knowledge of the Corporation’s operations and his many years of experience in the finance industry, he is the most appropriate individual to set the agenda for meetings of the Board, to ensure that adequate information is provided to the Board and to chair the meetings. Individual directors are also able to submit particular matters for inclusion on the agenda at the Board meetings.

Mandate of the Board of Directors
The Board of Directors is responsible for the stewardship of the Corporation through consultation with the management of the Corporation. Any responsibility which is not delegated to management or to a committee of the Board remains with the Board. Frequency of Board meetings as well as the nature of agenda items change depending on the state of the Corporation’s affairs and in light of opportunities or risks which the Corporation faces. Board members are in frequent contact with one another and Board meetings were held as deemed necessary during 2005.

The Board of Directors met two times during 2005. Each director attended all meetings.

Directorships
Certain directors or nominee director of the Corporation are also members of the boards of directors of other reporting issuers (or the equivalent) as set out below:


Director		Reporting Issuer(s)
Douglas E. Ford		Valcent Products Inc. and Rockgate Capital Corp.
Martin Schultz		N/A


Edward Dolejsi		N/A


John Stanton		N/A


Edward Ford		N/A

Orientation and Continuing Education
The Corporation has not adopted a formal orientation and education program for new directors. The Board believes that adoption of a formal program is not presently warranted given the size of the Corporation and the low turnover in Board membership. However, all new directors are provided with background information on the Corporation, including an overview of its operations and are provided with the opportunity to meet with management of the Corporation and with other members of the Board to discuss the Corporation’s affairs.

Ethical Business Conduct
The Corporation has not adopted a formal Code of Conduct for its directors, officers and employees, however, the Corporation strives to promote honest and ethical conduct, the avoidance of conflicts of interest, full, fair, accurate and timely public disclosure and compliance with applicable laws. In the case of non-arm’s length transactions or other circumstances where a member or members of the Board may have or appear to have a conflict of interest with the Corporation, prudent corporate practice dictates that the interested member(s) refrain from voting on the issue and if necessary, a committee of independent directors may be struck to review and make recommendations with respect to the proposed transaction.

Nomination of Directors
The Board has not appointed a committee of directors to be responsible for proposing to the Board new nominees for directors of the Corporation. The Board does not consider that a nominating committee is currently necessary given the stage of development of the Corporation, the low turnover of the Board membership and that two out of five directors of the Corporation are independent. When new directors are being considered for addition to the Board, the entire Board acts as an ad hoc nominating committee. All members of the Board are canvassed for suggestions on possible candidates and the appropriate skill sets required. Nominees are reviewed and must be approved by the Board as a whole.

Compensation
The Board has not appointed a committee of directors to be responsible for determining the compensation for the Corporation’s directors and officers. The Board does not consider that a compensation committee is currently necessary given the stage of development of the Corporation, the low turnover of the Board membership and that two out of five directors of the Corporation are independent. Compensation of the directors and officers is based upon industry standards and the Corporation’s present stage of development.

When new directors or officers are being considered for addition to the Board or management, the entire Board acts as an ad hoc nominating committee. All members of the Board are canvassed for suggestions on possible candidates and the appropriate skill sets required. Nominees are reviewed and must be approved by the Board as a whole.

Committees of the Board of Directors
Currently, the only committee of the Board of Directors is the Audit Committee.

Audit Committee
Charter
The Board of Directors adopted an audit committee charter on May 2, 2006. A copy of the Corporation’s Audit Committee charter is attached hereto as Appendix A.

Composition of the Audit Committee
Douglas Ford (Chairman), John Stanton and Edward Ford are members of the Audit Committee, each of
whom is financially literate and other than Edward Ford, are independent for the purposes of NI 58-101.

Mr. Douglas Ford has been a member of audit committees of both Canadian and American corporations since 1987. He has been actively involved in the venture capital and merchant banking business for nearly twenty years. He obtained a BA (Political Science) degree from the University of British Columbia in 1986.

Mr. John Stanton graduated as a Pharmacist from Albany College of Pharmacy in New York state in 1969. Since that time he has worked as a Pharmacist as an owner and an independent pharmacy consultant.

Mr. Edward Ford has been a member of audit committees of both Canadian and American corporations since 1987. Mr. Ford has been president of Dockside Capital Group and has been actively involved in the venture capital and merchant banking business since 1986. He obtained a Chartered Accountant designation in 1961 and was a partner in a CA firm for 30 years. He obtained a Commerce Degree from the University of Manitoba in 1960.

Pre-Approval Policies and Procedures
The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees
Audit Fees
Dale Matheson Carr-Hilton LaBonte, Chartered Accountants (“DMCL”) billed the Corporation $9,000 for audit fees in the year ended December 31, 2005 and $6,200 in 2004. The former auditor, Charlton & Company, Chartered Accountants billed $2,675 in 2004.
Audit Related Fees
DMCL did not provide the Corporation with any assurance and related services in the years ended December 31, 2005 and 2004. The former auditor, Charlton & Company, Chartered Accountants billed $nil in 2004.
Tax Fees
DMCL did not provide the Corporation with any professional services rendered for tax compliance, tax advice and tax planning in the years ended December 31, 2005 and 2004. The former auditor, Charlton & Company, Chartered Accountants billed $nil in 2004.

All Other Fees
DMCL did not bill the Corporation for any other products and services in the years ended December 31, 2005 and 2004. The former auditor, Charlton & Company, Chartered Accountants billed $nil in 2004.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may be found on the System for Electronic Document Analysis and Retrieval (“SEDAR”) of the Canadian Securities Administrators at www.sedar.com. Financial information regarding the Corporation is provided in the Corporation’s comparative financial statements and management’s discussion and analysis for its most recently completed financial year. Securityholders of the Corporation may contact the Corporation at #208 - 828 Harbourside Drive, North Vancouver, British Columbia, V7P 3R9, Phone: (604) 904-8481 to request copies of the Corporation’s financial statements and management’s discussion and analysis.

GENERAL

All matters referred to herein for approval by the shareholders require a majority of the shareholders voting, in person or by proxy, at the Meeting.

Unless otherwise stated, the information contained herein is given as of the 29^th day of May, 2006.

Appendix “A”

INTERNATIONAL GEMINI TECHNOLOGY INC.
AUDIT COMMITTEE CHARTER
Dated: May 2, 2006

The Audit Committee is a committee of the Board of Directors (the “Board”) to which the Board delegates its responsibility for oversight of the financial reporting process.

The Audit Committee shall assist the Board in fulfilling its responsibilities by:

• Reviewing the financial reporting process in place to ensure the integrity of International Gemini Technology Inc. (the “Corporation”) financial statements,

• Evaluating the independent auditor’s qualifications, performance and independence,

• Enhance the independence of the independent auditor;

• Assessing the processes relating to the determination and mitigation of risks and the maintenance of an effective control environment; and

• Reviewing the processes to monitor compliance with laws and regulations.

The Audit Committee will provide an open avenue of communication among the independent auditor, financial and senior management of the Corporation and the Board. The Audit Committee has the sole authority to approve any non-audit engagement by the Corporation’s independent auditors and to approve all audit engagement fees and terms.

Duties and Responsibilities of the Audit Committee

1) Financial Reporting

a) Review, with management and the independent auditor, the Corporation’s annual financial statements, independent auditor reports, and disclosures under “Management’s Discussion and Analysis” before they are reviewed by the Board. Review interim financial information before it is released to the public. Review all public disclosure documents containing audited or unaudited financial information before release, including any prospectus, the annual report, the annual information form and management’s discussion and analysis.

b) The Audit Committee Chair, as a representative of the Committee, shall consult directly with the independent auditor to obtain their comments with respect to interim reports including related “Management’s Discussion and Analysis” (as a result of their limited scope review of the interim reports).

c) Conduct an investigation sufficient to provide reasonable grounds for believing that the financial statements and reports referred to in a) above are complete in all material respects and consistent with the information known to Committee members, and assess whether the financial statements reflect appropriate accounting principles.

d) Review with senior management of the Corporation and the independent auditor, management’s handling of any proposed audit adjustments identified by the independent auditors.

e) Meet with the independent auditor to review the results of the annual audit, their judgments about the quality and appropriateness of the Corporation’s accounting principles, and any audit problems or difficulties and management’s response.

f) Review and resolve any significant disagreement among the Corporation’s management and the independent auditors in the financial reporting process.

g) Review the integrity of the Corporation’s internal and external financial reporting process, in consultation with the independent auditors.

h) Consider, evaluate and recommend to the Board such changes as are appropriate to the Corporation’s auditing and accounting principles and practices as suggested by the independent auditors or the Corporation’s senior management.

i) Review with independent auditors and the Corporation senior management the extent to which changes and improvements in financial and accounting practices, as approved by the Audit Committee, have been implemented.

2) Independent Auditor

a) Approve the independent auditors’ proposed audit scope, approach and fees

b) At least annually, obtain and review a report by the independent auditor describing:

i) the firm’s internal quality-control procedures, and

ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues.

c) Confirm the independence of the independent auditor by discussing and reviewing all significant relationships that the independent auditors have with the Corporation and obtaining their assertion of independence in accordance with professional standards.

d) Review the performance of the independent auditor.

e) Engage the Corporation’s independent auditor and present recommendations on the appointment or discharge of the independent auditor to the Board for presentation to the shareholders.

f) Approve in advance of the Corporation’s final commitment all consulting arrangements and any other non-audit service with the Corporation’s independent auditors other than services related to limited scope reviews of interim reports and Canadian and US tax services.

g) Approve all audit fees and terms.

h) When there is to be a change in the auditor, review all issues relating to the change including any reportable events.

i) Review any engagements for non-audit services to be provided by the independent auditor’s firm or affiliates, together with estimated fees and consider the independence of the auditor.

3) Risk Assessment and Risk Management

a) Discuss with Corporation management guidelines and policies governing the risk assessment and risk management processes.

b) Review with Corporation management, the independent auditors, significant risks and exposures. Review management’s plans and processes to minimize such risks, including insurance coverage.

c) Evaluate whether Corporation management is adequately communicating the importance of internal control to all relevant personnel.

d) Periodically privately consult with the independent auditor about internal controls and the completeness and accuracy of the Corporation’s financial statements.

e) Review whether the internal control recommendations made by the internal auditors and the independent auditor are being implemented by Corporation management and, if not, why not.

4) Compliance with Relevant laws and regulations

a) Periodically obtain updates from the Corporation’s senior management regarding procedures and processes to ensure compliance with applicable laws and regulations (including but not limited to, securities, tax and environmental matters).

5) Other Responsibilities

a) Meet at least five times annually (for review of Q1, Q2 and Q3 interim reports as well as pre and post audit) with Corporation management and the independent auditors in separate sessions.

b) Review President and Chief Executive Officers’ expenses and perquisites at least once a year.

c) Review all consulting fees paid by the Corporation to any organization where such fees exceed $20,000 annually.

d) Institute special investigations, if necessary, and hire special counsel or experts to assist, if appropriate.

e) Review and update this Charter at least annually, and obtain approval of changes from the Board.

f) Set clear hiring policies for employees or former employees of the independent auditors.

g) Review the procedures established for the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters.

6) Governance Duties

a) Review the procedures established allowing the confidential, anonymous submission by Corporation employees of concerns regarding questionable accounting or auditing matters and resolution of such concerns, if any.

b) Review with the Board, any issues that arise with respect to the quality or integrity of the Corporation’s financial statements, the Corporation’s compliance with legal or regulatory requirements and the performance and independence of the Corporation’s independent auditors.

c) Perform other oversight functions as requested by the Board.

d) As considered necessary in the course of fulfilling Audit Committee duties, obtain advice and assistance from outside legal, accounting or other advisors.

e) Report after each meeting to the Board regarding actions taken and matters discussed by the Committee.

Organization of the Audit Committee

The Audit Committee shall be comprised of a minimum of 3 Directors including a Committee Chair, the majority of which, in the opinion of the Board, are unrelated directors. Each member of the Committee shall have a working knowledge of basic finance and accounting practices. The Chair of the Committee must have accounting or related financial management experience. The members of the Committee and its Chair shall be appointed by the Board. Appointments shall be made in accordance with procedures established by the Governance Committee of the Board of Directors from time to time.

The Corporation will adequately fund the budget of the Audit Committee. The budget will include, at a minimum, payments to the independent auditors for audit services and, if necessary, other professionals retained by the Audit Committee from time to time.

The Committee shall meet at five times annually (for review of Q1, Q2 and Q3 interim reports as well as pre and post audit) pre and post audit), or more frequently as circumstances dictate. On an annual basis, the Committee shall report to the Board on the Committee’s performance against its charter and the goals established annually by the Committee for itself.

Procedure Governing Errors or Misstatements in Financial Statements

In the event a director or an officer of the Corporation has reason to believe, after discussion with management, that a material error or misstatement exists in financial statements of the Corporation, that director or officer shall forthwith notify the Audit Committee and the auditor of the error or misstatement of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on.

If the auditor or a former auditor of the Corporation is notified or becomes aware of an error or misstatement in a financial statement on which the auditor or former auditor has reported, and if in the auditor’s or former auditor’s opinion the error or misstatement is material, the auditor or former auditor shall inform each director accordingly

When the Audit Committee or the Board is made aware of an error or misstatement in a financial statement the Board shall prepare and issue revised financial statements or otherwise inform the unitholders and file such revised financial statements as required.

Limitation on Audit Committee Members’ Duties

Nothing in this Charter is intended, or may be construed, to impose on any member of the Audit Committee a standard of care or diligence that is in any way more onerous or extensive than the standard required by law.

International Gemini Technology Inc.

PROXY

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF International Gemini Technology Inc. (the “Company”)

TO BE HELD AT #208 — 828 Harbourside Drive, North Vancouver, British Columbia on June 29, 2006 at 2:00 p.m.

The undersigned registered shareholder (“Registered Shareholder”) of the Company hereby appoints, Martin Schultz, a Director of the Company, or failing this person, Douglas E. Ford, a Director of the Company, or in the place of the foregoing, as proxyholder for and on behalf of the Registered Shareholder with the power of substitution to attend, act and vote for and on behalf of the Registered Shareholder in respect of all matters that may properly come before the Meeting of the Registered Shareholders of the Company and at every adjournment thereof, to the same extent and with the same powers as if the undersigned Registered Shareholder were present at the said Meeting, or any adjournment thereof.

The Registered Shareholder hereby directs the proxyholder to vote the securities of the Company registered in the name of the Registered Shareholder as specified herein.

Resolutions (For full detail of each item, please see the enclosed Notice of Meeting and Management Information Circular). Please indicate your voting preference by marking an “X” in the space provided.


		For	Against
1.	To determine the number of Directors at five (5)


		For	Withhold


2.	To elect as directors for the ensuing year the slate of nominees proposed by management in the enclosed Management Information Circular


		For	Withhold


3.	To appoint Dale Matheson Carr-Hilton LaBonte, Chartered Accountants as Auditors of the Company and authorize the Directors to fix their remuneration


		For	Against


4.	To change the name of the Company from “International Gemini Technology Inc.” to “Widescope Resources Inc.” or to such other name as the Directors of the Company deem fit

The undersigned Registered Shareholder hereby revokes any proxy previously given to attend and vote at said Meeting.

SIGN HERE: Date:

Please Print Name:

THIS PROXY FORM IS NOT VALID UNLESS IT IS SIGNED. SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON REVERSE

INSTRUCTIONS FOR COMPLETION OF PROXY

1. This Proxy is solicited by the Management of the Company.

2. This form of proxy (“Instrument of Proxy”) must be signed by you, the Registered Shareholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; and if executed by an attorney, officer, or other duly appointed representative, the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.

3. If this Instrument of Proxy is not dated in the space provided, authority is hereby given by you, the Registered Shareholder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the Registered Shareholder, by Computershare.

4. A Registered Shareholder who wishes to attend the Meeting and vote on the resolutions in person, may simply register with the scrutineers before the Meeting begins.

5. A Registered Shareholder who is not able to attend the Meeting in person but wishes to vote on the resolutions, may do the following:

(a) appoint one of the management proxyholders named on the Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder). Where no choice is specified by a Registered Shareholder with respect to a resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote in favour of each matter identified on this Instrument of Proxy and for the nominees of management for directors and auditor as identified in this Instrument of Proxy;

(b) appoint another proxyholder, who need not be a Registered Shareholder of the Company, to vote according to the Registered Shareholder’s instructions, by striking out the management proxyholder names shown and inserting the name of the person you wish to represent you at the Meeting in the space provided for an alternate proxyholder. If no choice is specified, the proxyholder has discretionary authority to vote as the proxyholder sees fit.

6. The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any poll of a resolution that may be called for and, if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit.

To be represented at the Meeting, this proxy form must be received at the office of Computershare no later than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof or may be accepted by the Chairman of the Meeting prior to the commencement of the Meeting. The mailing address is:

Computershare Investor Services
Proxy Dept. 100 University Avenue 9^th Floor
Toronto Ontario M5J 2Y1
Fax: Within North America: 1-866-249-7775 Outside North America: (416) 263-9524

If a Registered Shareholder has submitted an Instrument of Proxy, the Registered Shareholder may still attend the Meeting and may vote in person. To do so, the Registered Shareholder must record his/her attendance with the scrutineers before the commencement of the Meeting and revoke, in writing, the prior votes.

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

FINANCIAL STATEMENTS REQUEST FORM

Cusip No. 45955B105

National Instruments 51-102 and 54-101 of the Canadian Securities Administrators provide both registered holders and beneficial owners of a company’s securities with the opportunity to elect annually to have their names added to a supplemental mailing list in order to receive a copy of a company’s annual and interim financial statements and the corresponding management discussion and analysis (“MD&A”) of those statements.

If you wish to receive printed copies of these materials for International Gemini Technology Inc. (the “Corporation”), please complete this form and return it to:

International Gemini Technology Inc.
#208 — 828 Harbourside Drive
North Vancouver, BC V7P 3R9


c		Please send me ONLY the audited financial statements and the annual MD&A for fiscal 2006.

c		Please send me ONLY the quarterly interim financial statements and corresponding interim MD&A to those financial statements for 2006.

c		Please send me BOTH the audited financial statements for fiscal 2006 and quarterly interim financial statements for 2006 and the corresponding MD&A to those statements.

You will not receive a copy of any financial statements from the Corporation for the ensuing year if you do not complete and return this form.

Copies of the Corporation’s previously issued and current annual and quarterly financial statements and related MD&A are available to shareholders and to the public on the SEDAR website at www.sedar.com.

I confirm that I am a shareholder of the Corporation.


DATED:			2006.

Signature

Name of Registered/Non-Registered Shareholder — Please Print

Address

Postal Code

Phone Number Fax Number

Name and title of person signing if different from above

By providing an E-mail address, you will be deemed to be consenting to the electronic delivery to you at such E-mail address of the above selected financial statements, if delivery by electronic means is allowed by applicable regulatory rules and policies.

E-mail address (optional)

The Corporation will use the information collected solely for the purpose of mailing such financial statements to you and will treat your signature on this form as your consent to the above. .

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of International Gemini Technology, Inc.

We have audited the balance sheets of International Gemini Technology, Inc. as at December 31, 2005 and 2004 and the statements of operations and deficit, and cash flows for the years then ended. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2005 and 2004 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

The audited financial statements for the year ended December 31, 2003 were audited by other auditors who expressed an opinion without reservation on those statements in their report dated February 10, 2004.

“Dale Matheson Carr-Hilton LaBonte”

Vancouver, Canada Chartered Accountants
April 12, 2006

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA

- UNITED STATES REPORTING DIFFERENCES

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company’s ability to continue as a going concern, such as those described in Note 1 to the financial statements. Our report to the shareholders dated April 12, 2006 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors’ report when these are adequately disclosed in the financial statements.

“Dale Matheson Carr-Hilton LaBonte”

Vancouver, Canada Chartered Accountants
April 12, 2006

International Gemini Technology Inc.
(a development stage company)
Balance Sheets
As at December 31,
(Expressed in Canadian Dollars)


	2005			2004
ASSETS

Current
Cash	$	128,126		$	1,472
Accounts receivable (Note 4(b))		312			52,398
		128,438			53,870
PFG Investment (Note 4(a))		90,000			—

	$	218,438		$	53,870

LIABILITIES

Current
Accounts payable and accrued liabilities	$	42,219		$	56,897

Nature and Continuance of Operations (Note 1)
SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY)

Share capital – common (Note 6)		12,894,609			12,660,559
Share capital – preferred (Note 6)		604,724			604,724
Contributed surplus		53,344			53,344
Deficit		(13,376,458	)		(13,321,654	)

		176,219			(3,027	)

	$	218,438		$	53,870

Approved by the directors:

Director – “Edward D. Ford” Director – “Martin Schultz”

See accompanying notes. Page 2
International Gemini Technology Inc.
(a development stage company)
Statements of Operations and Deficit
For the Years Ended December 31,
(Expressed in Canadian Dollars)


	2005			2004			2003
Revenue (Note 5)	$	-		$	20,000		$	3,000

General and administrative (Note 5)		54,804			43,718			40,863
Loss on sale of investment (Note 4(b))		-			16,024			-

		54,804			59,742			40,863

Net loss		(54,804	)		(39,742	)		(37,863	)
Deficit, beginning of year		(13,321,654	)		(13,281,912	)		(13,244,049	)

Deficit, end of year	$	(13,376,458	)	$	(13,321,654	)	$	(13,281,912	)

Basic and diluted loss per common share	$	(0.01	)	$	(0.01	)	$	(0.01	)


Weighted average
number of common
shares outstanding
– basic and diluted	9,084,049	8,323,119	8,323,119

See accompanying notes. Page 3
International Gemini Technology Inc.
(a development stage company)
Statements of Cash Flows
For the Years Ended December 31,
(Expressed in Canadian Dollars)


	2005			2004			2003
Cash provided by (used in):
Operating activities
Net loss	$	(54,804	)	$	(39,742	)	$	(37,863	)
Item not affecting cash:
Loss on sale of investment		—			16,024			—
Changes in working capital balances:
Accounts receivable		22,086			(21,311	)		109,479
Accounts payable and accrued liabilities		(14,678	)		44,542			(70,253	)

Net cash provided by (used in) operating activities		(47,396	)		(487	)		1,363

Investing activities
Investment in PFG		(90,000	)		—			—
Receipt of proceeds from sale of BWN investment		30,000

Net cash used in investing activities		(60,000	)

Financing Activites
Proceeds from issuance of common stock		234,050			—			—

Net cash provided by financing activities		234,050			—			—

Net increase (decrease) in cash		126,654			(487	)		1,363
Cash, beginning of year		1,472			1,959			596

Cash, end of year	$	128,126		$	1,472		$	1,959


Supplemental cash flow information:

Interest paid	$-	$-	$-


Income taxes paid	$-	$-	$-

See accompanying notes. Page 4International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)

1. Nature and Continuance of Operations

The sole activity of International Gemini Technology Inc. (the “Company”) is its search for a suitable acquisition or acquisitions that can be made and financed at prices and terms that make business sense. The Company’s continued operations are dependent upon its ability to identify, evaluate and negotiate an acquisition of, a participation in or an investment of an interest in a transaction.

The Company has incurred substantial losses to date and additional losses are anticipated in future business acquisition and development. These financial statements are prepared on a going concern basis which implies that the Company will continue to realize the carrying value of its assets and discharge its liabilities in the normal course of business. The financial statements do not reflect any adjustments to the carrying value of assets or liabilities that would be necessary should the Company be unable to operate as a going concern. The Company’s ability to continue as a going concern is subject to obtaining financing, acquiring or establishing business operations and ultimately on achieving profitable operations. (Note 4)

2. Significant Accounting Policies

These financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in Canada, which, except as described in Note 9, conform in all material respects with accounting principles generally accepted in the United States. Outlined below are those policies considered particularly significant to the Company.

(a) Stock-based compensation

Effective January 1, 2004, the Company adopted the new recommendations of the Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 3870 “Stock-Based Compensation and Other Stock-Based Payments”. These recommendations establish standards for the recognition, measurement and disclosure of stock-based compensation and other stock-based payments in exchange for goods and services. The standard requires that all new or altered stock-based awards provided to employees and non-employees are measured and recognized using a fair value based method. Fair values are determined using the Black-Scholes option pricing model. Any consideration paid by the option holder on the exercise of the options is credited to share capital.

(b) Use of estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the year. Actual results could differ from these estimates.

The Company follows the liability method of accounting for income taxes whereby future income tax assets and liabilities are computed based on differences between the carrying amount of assets and liabilities on the balance sheet date and their corresponding tax values using the enacted income tax rates at each balance sheet date. Future income tax assets also result from unused loss carry-forwards and other deductions. The valuation of future income tax assets is reviewed annually and adjusted, if necessary, by use of a valuation allowance to reflect the estimated realizable amount.

Page 5

International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)

2. Significant Accounting Policies (continued)

(d) Loss per share

The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method the dilutive effect on loss per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the year. Loss per share is calculated using the weighted-average number of shares outstanding during the year.

Diluted loss per share figures are equal to those of basic loss per share for each year since the effects of the convertible preferred shares have been excluded as they are anti-dilutive.

(e) Revenue recognition

Revenue will be recognized when the requirements as to performance for transactions involving services are met, the amounts involved are determinable and ultimate collection is reasonably assured at the time of performance.

(f) Impairment of long-lived assets

On January 1, 2004, the Company early adopted the new CICA Handbook Section 3063 “Impairment of Long-Lived Assets” recommendations. These recommendations provide accounting guidance for the recognition, measurement and disclosure of impairment of long-lived assets, including property, plant and equipment and intangible assets with infinite useful lives. They require the recognition of an impairment loss for a long-lived asset when events or changes in circumstances causes its carrying value to exceed the total undiscounted future cash flows expected from its use and eventual disposition. The impairment loss is calculated by deducting the fair value of the asset from its carrying value. This policy has been adopted prospectively and has had no effect on these financial statements.

(g) Investments

Long-term investments are carried at cost. If it is determined that the value of the investment is permanently impaired, it is written down to its estimated net realizable value.

The Company accounts for its investment in PFG using the cost basis as it does not have significant influence on its investment.

(h) Comparative figures

Certain comparative figures have been reclassified to conform with the presentation adopted in the current year.

3. Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, and accounts payable and accrued liabilities. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments due to the short term to maturity. The fair value of these financial instruments approximate their carrying values.

Page 6

International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)

4. Investments

a) PFG Investment

The Company entered into a subscription agreement to invest $200,000 into Outback Capital Inc. dba Pinefalls Gold (“PFG”) a private Alberta company with certain directors and principal shareholders in common with the Company. PFG is an exploration company with mining claims located in the area of Bissett, Manitoba. The Company will invest $200,000 in exchange for 4 million units at $0.05 per unit with each unit comprised of one common share and one share purchase warrant to purchase an additional common share at $0.075 for a period of two years. Prior to exercising the warrants, the Company will own approximately 37% of the common shares of PFG. As at December 31, 2005, the Company had invested $90,000 in exchange for 1.8 million units under this subscription agreement, approximately 17% of the outstanding common shares of PFG. The Company expects to advance the balance of the funds prior to the end of the second quarter of 2006.

In addition, the Company entered into an option agreement with one of the principal shareholders of PFG, a director of the Company, which entitles the Company to acquire a further 3 million common shares of PFG in exchange for one million common shares of the Company. The option is exercisable at the Company’s discretion and it expired on March 31, 2006. The parties subsequently agreed to extend the agreement until March 31, 2007.

Upon completely funding the subscription agreement and in the event that the Company exercises both the warrants and the option, the Company would own approximately 65% of the common shares of PFG.

To fund its commitment to the PFG investment, the Company has arranged a non-brokered private placement to provide working capital to the Company. The Company will issue up to 2 million units at $0.15 per unit with each unit comprised of one common share and one share purchase warrant. Each warrant will entitle the holder to purchase one common share for a period of 24 months at $0.18 per share. To date, the Company has issued 1,560,333 units and raised $234,050 in connection with this financing.

b) BWN Investment

During the year ended December 31, 2004, an investment was recorded at cost and represented a 3% interest in a private company, B.W.N. Oil Technologies Inc. (“BWN”).

The BWN investment was sold during 2004 to a company with a common director for $30,000 resulting in a loss of $16,024. Included in accounts receivable at December 31, 2004 is the sale amount of $30,000 which was received in fiscal 2005.

5. Related Party Transactions

During the year ended December 31, 2005, a company in which a director has an interest charged the Company $24,000 (2004: $38,000; 2003: $36,000) for rent and management fees. The unpaid portion of these amounts, plus additional advances and other amounts due to directors, aggregating $34,810 (2004: $55,395) is included in accounts payable and accrued liabilities at December 31, 2005.

A company in which a director has an interest was charged $nil (2004: $20,000; 2003: $3,000) for consulting fees during the year ended December 31, 2005.

Related party transactions were in the normal course of business and have been recorded at the exchange amount. Amounts due to related parties are unsecured, non-interest bearing and without specific terms of repayment.

Page 7

International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)

6. Share Capital

a) The authorized capital of the Company comprises 100,000,000 common shares without par value and 100,000,000 Series 1 convertible preferred shares without par value. The rights and restrictions of the preferred shares are as follows:

i) dividends shall be paid at the discretion of the directors;

ii) the holders of the preferred shares are not entitled to vote except at meetings of the holders of the preferred shares, where they are entitled to one vote for each preferred share held;

iii) the shares are convertible at any time; and

iv) the number of the common shares to be received on conversion of the preferred shares is to be determined by dividing the conversion value of the share, $1 per share, by $0.45.

b) i) Common shares


	2005				2004
	Shares		$		Shares		$
Balance, beginning of year		8,323,119		12,660,559		8,323,119		12,660,559
Issued via private placement (Note 4a)		1,560,333		234,050		—		—
Balance, end of year		9,883,452		12,894,609		8,323,119		12,660,559

ii) Preferred shares


	2005				2004
	Shares		$		Shares		$
Balance, beginning and end of year		604,724		604,724		604,724		604,724

iii) Warrants


	2005		2004
Balance, beginning of year		—		—
Issued		1,560,333		—

Balance, end of year		1,560,333		—

iv) Stock options: As of December 31, 2005 and 2004, there were no stock options outstanding.

The warrants were issued in conjunction with the June 2005 private placement of common shares (Note 4(a)). Each warrant gives the holder the right to purchase one common share of the Company at $0.18 per share on or before the expiry of the warrants on June 7, 2007.

Page 8

International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)

7. Income Taxes

The potential future tax benefit of these losses has not been recorded as a full-future tax asset valuation allowance has been provided due to the uncertainty regarding the realization of these losses

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:


	2005			2004			2003
Loss before income taxes	$	54,804		$	39,742		$	37,863

Income tax recovery at statutory rates	$	19,072		$	14,156		$	13,479
Unrecognized benefit of capital loss		—			(5,708	)		—
Unrecognized benefit of non-capital losses		(19,072	)		(8,448	)		(13,479	)

Total income taxes	$	-		$	-		$	—

The significant components of the Company’s future income tax assets are as follows:


	2005			2004			2003
Future income tax assets:
Non-capital losses carried forward	$	61,814		$	42,742		$	34,294
Capital losses carried forward		1,506			1,506			—
Research and development expenses carried forward		1,220,128			1,220,128			1,220,128
Valuation allowance		(1,283,448	)		(1,264,376	)		(1,254,422	)

Net future income tax asset	$	—		$	—		$	—

The Company has approximately $175,000 in non-capital losses that can be offset against taxable income in future years which expire at various dates to the year ended December 31, 2014 and approximately $8,000 in capital losses which may be available to offset future taxable capital gains which can be carried forward indefinitely.

In addition, the Company has accumulated timing differences comprised primarily of research and development expenditures not yet deducted for income tax purposes of $3,427,326.

The related potential income tax benefits with respect to these items have not been recorded in the accounts. Application and expiration of these carryforward balances are subject to relevant provisions of the Income Tax Act, Canada.

8. Subsequent Event

In March 2006, the Company negotiated an extension to the option agreement (see Note 4(a)) which extends the exercise date to March 31, 2007. The option with one of the principal shareholders of PFG, a director of the Company, entitles the Company to acquire a further 3 million common shares of PFG in exchange for one million common shares of the Company.

Page 9

International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)

9. Reconciliation between Canadian and United States Generally Accepted Accounting Principles

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). There were no reported differences for the Company for the years ended December 31, 2005, 2004, and 2003 which would require reconciliation from Canadian GAAP to US GAAP. However, a description of accounting principles generally accepted in the Unites States (“US GAAP”) and practices prescribed by the US Securities and Exchange Commission (“SEC”) that ordinarily result in material measurement differences from Canadian GAAP are as follows:

(a) Stock-based compensation

The Financial Accounting Standards Board (“FASB”) in the US issued Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation. The statement encourages entities to adopt a fair value methodology of accounting for employee stock-based compensation.

As permitted by the statement, the Company has continued measuring compensation costs using the intrinsic value based method of accounting for stock-based compensation issued to employees as prescribed by APB Opinion No. 25. Under the intrinsic value method, compensation cost is the excess, if any, of the quoted market value of the stock at the date of the granting of options to employees and directors to purchase stock over the amount an optionee must pay to acquire the stock at that date. This excess is recognized by a charge to operations over the vesting period. As the exercise price of options granted by the Company to employees and directors approximates, or is greater than, the market value at the grant date, the Company has determined no compensation cost is required to be recorded for US GAAP purposes, relating to employee stock-based compensation awards.

However, commencing January 1, 2004 under Canadian GAAP, the Company records employees stock compensation using the fair value method, accordingly for 2004 an adjustment is required to reconcile to US GAAP.

Under SFAS No. 123, stock options granted to non-employees for services rendered to the Company are required to be accounted for as compensation cost and charged to operations as the services are performed and the options are earned. The compensation cost is to be measured based on the fair value of the stock options granted. This method is similar to the Canadian GAAP adopted as of January 1, 2002. The stock-based compensation expense in respect of stock options granted to non-employees, under US GAAP, based upon the fair value of the options granted, determined using the Black-Scholes option pricing model, would be $nil cumulatively from the date of adoption of SFAS No. 123 to December 31, 2001.

In December 2004, the FASB issued SFAS No.123® (revised 2004), Share-Based Payment. SFAS No. 123® will provide investors and other users of financial statements with more complete and neutral financial information by requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS No. 123® covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS No. 123® replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. Public entities will be required to apply SFAS No. 123® as of the first interim or annual reporting period that begins after June 15, 2005 or December 15, 2005 for small business issuers.

The Company anticipates that upon adoption of SFAS No.123® there will be no material difference between stock compensation as determined under US GAAP versus that determined under Canadian GAAP.

Page 10

International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)

9. Reconciliation between Canadian and United States Generally Accepted Accounting Principles (continued)

(b) Earnings per share

With respect to contingently issuable shares held in escrow, US GAAP requires that contingently issuable shares only be included in the calculation of earnings per share when eligible for release from escrow. Consequently, contingently issuable escrow shares would not have been included in weighted average common shares outstanding and therefore would not have been included in the calculation of loss per share for the year.

Under US GAAP, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Under Canadian GAAP, the effect of a change in tax rates is recognized in the period of substantive enactment. The application of this difference under US GAAP does not result in a material difference between future income taxes as recorded under Canadian GAAP.

(d) Reporting comprehensive income

SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income equals net income (loss) for the year as adjusted for all other non-owner changes in shareholders’ equity. SFAS 130 requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement. For the years ended December 31, 2005, 2004 and 2003, comprehensive loss equals the net loss.

(e) Development stage company

Pursuant to US GAAP, the Company would be considered a development stage company as the Company is devoting its efforts to establishing commercially viable mineral properties. However, the identification of the Company as such for accounting purposes does not impact the measurement principles applied to these financial statements.

(f) Recent accounting pronouncements

In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment. SFAS No. 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Public entities that file as small business issuers will be required to apply SFAS No. 123R in the first interim or annual reporting period that begins after December 15, 2005. Management is currently evaluating the impact of the adoption of this standard on the Company’s reported financial position or results of operations

In March 2005, the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment, to give guidance on the implementation of SFAS No. 123R. The Company will consider SAB No. 107 during the implementation of SFAS No. 123R.

Page 11

International Gemini Technology Inc.
(a development stage company)
Notes to the Financial Statements
December 31, 2005 and 2004
(Expressed in Canadian Dollars)

9 Reconciliation between Canadian and United States Generally Accepted Accounting Principles (continued)

(f) Recent accounting pronouncements (continued)

In May 2005, the FASB issued SFAS No. 154, Accounting for Changes and Error Corrections — A Replacement of APB Opinion No. 20 and FASB Statement No. 3. Under the provisions of SFAS No. 154, a voluntary change in accounting principle requires retrospective application to prior period financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. A change in depreciation, amortization, or depletion method for long-lived, non-financial assets must be accounted for as a change in accounting estimate affected by a change in accounting principle. The guidance contained in APB No. 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate was not changed. The Company will implement this new standard beginning January 1, 2006. This standard is not expected to have a significant effect on the Company’s future reported financial position or results of operations.

In November 2005, the FASB issued Staff Position (“FSP”) FAS115-1/124-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, which addresses the determination as to when an investment is considered impaired, whether that impairment is other than temporary, and the measurement of an impairment loss. This FSP also includes accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. The guidance in this FSP amends FASB Statements No. 115, Accounting for Certain Investments in Debt and Equity Securities, and No. 124, Accounting for Certain Investments Held by Not-for-Profit Organizations, and APB Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock. This FSP is effective for reporting periods beginning after December 15, 2005. Management does not believe the adoption of this FSP will have a material impact on the Company’s future reported financial position or results of operations

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140, to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, Accounting for the Impairment or Disposal of Long-Lived Assets, to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a significant effect on the Company’s future reported financial position or results of operations.

Page 12

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

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

Management Discussion and Analysis as of April 25, 2006

Effective April 21, 2005 the Company announced that it had agreed to make an investment in a private company which holds gold prospective mineral claims in central Manitoba, Canada. To date the Company has advanced part of the proceeds of this investment and now owns a percentage of Outback Capital Inc. (dba Pinefalls Gold} which is conducting early-stage exploration on its properties. The investment has been funded from proceeds realized in a June 2005 private placement.

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. Recently this has focused on the resource sector. Resource prices are at medium to long-term highs, a condition that increases potential acquisition costs, and increases the corresponding risk. The same factors have reduced the supply of high quality opportunities.

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.

A different set of circumstances has driven oil and gas prices to record prices. The greater industrialization of China and India, combined with the emergence of a significant affluent middle class in both countries combine with other factors to increase world demand for petroleum products. This increased demand appears to be permanent, although the price level also combines real or perceived worldwide product shortages, or supply dislocations. Any significant increase in supply will tend to moderate prices.

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


Selected Financial Data [Annual]
(Expressed in Canadian Dollars)
	Years ended December 31
	2005			2004			2003
Net Operating Revenues	$	—			20,000			3,000
Net income (loss)	$	(54,804	)		(39,742	)		(37,863	)
Loss per share from continued operations	$	0.01			0.01			0.01
Share capital per Canadian GAAP	$	13,499,333			13,265,283			13,265,283
Common shares issued		9,883,452			8,323,119			8,323,119
Weighted average shares outstanding per Canadian GAAP		9,084,049			8,323,119			8,323,119
Total Assets	$	218,438			53,870			49,070
Net Assets (liabilities)	$	176,219			(3,027	)		36,715
Cash Dividends Declared per Common Shares	$	—			—			—
Exchange Rates (Cdn$ to U.S.$) Period Average	$	0.8253			0.7683			0.7135

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. The Company’s management team, affiliates and directors have special expertise in the areas of due diligence, financial analysis and corporate finance strategy with respect to emerging growth enterprises. Additionally, the Company retains Dockside Capital Group to provide certain management functions and in so doing can also access its similar expertise. From time-to-time the Company is approached, through referral, to provide these services on a consulting basis. Thus the Company generates revenue by providing these services. As these sources of revenue are not core to the Company’s focus, the services are not actively marketed.

Results of Operations

The Company has shown modest losses for the past several years. These losses result largely from having little or no revenue and minimal operating expenses, rather than having unusual expenses. In 2004 the Company elected to sell its passive investment, and this resulted in a loss that was somewhat greater than usual. The expenses of the Company are almost completely related to satisfying regulatory requirements, including the annual meeting, financial reporting, communications 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. Revenues to date have been solely derived from consulting activities which are not core to the Company’s focus and may fluctuate greatly based upon the Company’s receipt of infrequent, third-party referrals for these services. Expenses fluctuate on the basis of postal rate increases, or reductions in courier or long distance phone rates. Since our daily operations are almost completely related to satisfying regulatory requirements, including the annual meeting, financial reporting, communications with shareholders; and seeking and evaluating acquisition prospects for suitability and ability to attract financing — our expenses are dependent on prevailing market rates for communications services and mailing rates. Similarly, our expenses will continue to increase due to the upward pressure on professional fees charged to reporting companies for compliance related services such as legal and audit work as a result of changes to securities legislation throughout North America.

Liquidity and Capital Resources

Since the Company is organized in Canada, the Company’s December 31, 2005 financial statements have been prepared in accordance with Canadian generally accepted accounting principles. However, Note 9 to the financial statements reconciles any differences between Canadian and United States generally accepted accounting principals.

As at December 31, 2005, the Company had accumulated losses totaling $13,376,458. The Company had working capital of $86,219 as at December 31, 2005. The continuation of the Company is dependent upon the continued financial support of shareholders, its ability to raise capital through the issuance of its securities, 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 December 31, 2005 the Company had cash and equivalents of $128,126 and working capital of $86,219.


Selected Financial Data [Quarterly - unaudited]
(Expressed in Canadian Dollars)
								Quarter Ended
		12/31/2005		9/30/2005		6/30/2005			3/31/2005		12/31/2004		9/30/2004		6/30/2004		3/31/2004
Net Operating Revenues	$	0		0		0			0		20,000		0		0		0
Net income (loss)	$	(4,476	)	(9,934	)	(33,432	)		(6,962	)	(18,443	)	(8,262	)	(7,467	)	(5,570	)
Income per share from continued operations	$	0		0		0			0		0		0		0		0
Share capital per Canadian GAAP	$	13,499,333		13,499,333		13,499,333			13,265,283		13,265,283		13,265,283		13,265,283		13,265,283
Common shares issued		9,883,452		9,883,452		9,883,452			8,323,119		8,323,119		8,323,119		8,323,119		8,323,119
Weighted average shares outstanding per Canadian GAAP		9,084,049		8,703,584		8,323,119			8,323,119		8,323,119		8,323,119		8,323,119		8,323,119
Total Assets	$	218,438		217,498		221,662			53,330		53,870		46,402		48,257		46,432
Net Assets (liabilities)	$	176,219		180,695		190,629			(9,989	)	(3,027	)	15,414		23,677		31,145
Cash Dividends Declared per Common Shares	$	0		0		0			0		0		0		0		0

Additional Disclosure for Venture Issuers Without Significant Revenue

The business of the Company entails significant risks, and an investment in the securities of the Company should be considered highly speculative. An investment in the securities of the Company should only be undertaken by persons who have sufficient financial resources to enable them to assume such risks. The following is a general description of all material risks, which can adversely affect the business and in turn the financial results, ultimately affecting the value of an investment the Company.

The Company has no viable business.

The Company has no funds.

There is no assurance that the Company can access additional capital.

There is no assurance that the investment disclosed herein with Pinefalls Gold will be successful in its quest to find a commercially viable quantity of mineral resources.

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


*Contractual Obligations:*		*Payments Due by Period*


Purchase Obligation (1)		$110,000 by July 15, 2006 for balance of investment in Pinefalls Gold [see Note 4 of financial statements]


Option Obligation (2)		1,000,000 common shares by March 31, 2007 to exercise option to acquire three million common shares of Pinefalls Gold [see Note 4 of financial statements]

(1)Via private placement Subscription Agreement dated April 15, 2005
(2)Option only. Requires completion of Subscription Agreement in (1) above

Fourth Quarter

There were no fourth quarter events or items that affected the Company’s financial condition, cash flows or results of operations, including extraordinary items, year-end and other adjustments. The Company’s operations are not seasonal.

Critical Accounting Estimates

There are no critical accounting estimates.

Changes in Accounting Policies

There have been no changes in accounting policies.

International Gemini Technology Inc. ———————————————————————————————————
(Translation of registrant’s name into English)

British Columbia ———————————————————————————————————
(Jurisdiction of incorporation or organization)

Suite 208 828 Harbourside Drive North Vancouver, BC V7P 3R9
——————————————————————————————————— (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No

Exhibit No.		Description

99.1		Notice of Meeting
99.2		Management Information Circular
99.3		Appendix A to Information Circular
99.4		Proxy
99.5		Supplemental Reply Card
99.6		Independent Auditor's Report
99.7		12-31-2005 Financial Statements
99.8		MD&A to 12-31-2005 Financial Satements

		International Gemini Technology Inc.

Date: June 8, 2006	By:	Douglas E. Ford
	Name:	Douglas E. Ford
	Title:	Director