UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
¨ Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
or
x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year endedDecember 31, 2003
or
¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
[No fee required]
For the transition period from ___________________ to __________________
Commission file number 0-30858
INTERNATIONAL GEMINI TECHNOLOGY INC.
(Exact name of registrant as specified in its charter)
Province of British Columbia, Canada
(Jurisdiction of incorporation or organization)
208-828 Harbourside Drive, North Vancouver, British Columbia, Canada V7P 3R9
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (604) 904-8481
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Name of each exchange on which registered | |
| None | None pending a transaction |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Common Shares, no par value
(Title of Class)
1
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common shares at December 31, 2003– 9,666,848 inclusive of the conversion of the balance of the Series 1 Convertible Preferred shares.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark which financial statement item the Registrant has elected to follow. Item 17 x Item 18 ¨ .
Unless otherwise indicated, all references herein are expressed in Canadian dollars and United States currency is stated as “U.S.$__________ .”
THIS SUBMISSION SHOULD BE CONSIDERED IN CONJUNCTION WITH PREVIOUSLY FILED FORMS 20-F. THE AUDITED FINANCIAL STATEMENTS AND NOTES HERETO ATTACHED ARE AN INTEGRAL PART OF THIS SUBMISSION.
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International Gemini Technology, Inc.
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not required
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. Selected financial data.
The following selected financial data has been extracted from the consolidated financial statements for the last five years prepared pursuant to Canadian generally accepted accounting principles (“GAAP”). Where material differences exist between Canadian and US GAAP, corresponding comparison data has been provided in US GAAP for clarity.
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International Gemini Technology Inc.
Selected Financial Data
(Expressed in Canadian Dollars)
| 12 Months ended December 31 | |||||||||||
| 2003 | 2002 | 2001 | 2000 | 1999 | |||||||
| Net Operating Revenues | $ | 3,000 | 22,000 | 0 | 82,500 | 120,000 | |||||
| Income from continued | $ | (37,863 | ) | (35,443 | ) | (23,805 | ) | 60,375 | 93,203 | ||
| operations | |||||||||||
| Income from discontinued | $ | N/a | N/a | N/a | N/a | N/a | |||||
| operations | |||||||||||
| Net income | $ | (37,863 | ) | (35,443 | ) | (23,805 | ) | 60,375 | 93,203 | ||
| Income per share from | $ | 0 | 0 | 0 | .01 | .01 | |||||
| continued operations | |||||||||||
| Income per share from | $ | 0 | 0 | 0 | 0 | 0 | |||||
| discontinued operations | |||||||||||
| Income per share after | $ | 0 | 0 | 0 | .01 | .01 | |||||
| discontinued operations | |||||||||||
| Share capital per Canadian | $ | 13,265,283 | 13,265,283 | 13,265,283 | 13,265,283 | 13,265,283 | |||||
| GAAP | |||||||||||
| Common shares issued | 8,323,1129 | 8,323,1129 | 8,323,119 | 8,323,119 | 1,284,972 | ||||||
| Weighted average shares | 9,666,848 | 9,666,848 | 9,666,848 | 9,666,848 | 9,666,848 | ||||||
| outstanding per Canadian | |||||||||||
| GAAP | |||||||||||
| Total Assets | $ | 49,070 | 157,186 | 134,991 | 216,221 | 130,180 | |||||
| Net Assets (liabilities) | $ | 36,715 | 74,578 | 109,842 | 133,047 | 72,672 | |||||
| Convertible | $ | N/a | N/a | N/a | N/a | N/a | |||||
| debentures(current and | |||||||||||
| long term portions) per | |||||||||||
| U.S. GAAP ) | |||||||||||
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| Cash Dividends Declared | $ | 0 | 0 | 0 | 0 | 0 | |||||
| per Common Shares | |||||||||||
| Exchange Rates (Cdn$ to | $ | 0.7135 | 0.6368 | 0.6458 | 0.6733 | 0.6730 | |||||
| U.S.$) Period Average |
| Exchange Rates (CDN$ to | Period High | Period Low | |||
| U.S.$ ) for most recent six | |||||
| months | |||||
| September 2003 | $ | 0.7356 | 0.7303 | ||
| October 2003 | $ | 0.7581 | 0.7526 | ||
| November 2003 | $ | 0.7644 | 0.7593 | ||
| December 2003 | $ | 0.7647 | 0.7588 | ||
| January 2004 | $ | 0.7744 | 0.7685 | ||
| February 2004 | $ | 0.7552 | 0.7489 | ||
| Exchange Rate (CDN$ to | $ | 0.7575 | |||
| U.S.$) | |||||
| March 26, 2004 |
B. Not required
C. Not required
D. Risk factors.
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. 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 |
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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 |
ITEM 4. INFORMATION ON THE COMPANY
A. History and development of the Company.
International Gemini Technology Inc. resulted from a one for five reverse split of the common shares of Gemini Technology Inc. accomplished in 1993. International Gemini Technology Inc. was incorporated under the laws of the Province of British Columbia, Canada, by filing of Memorandum and Articles of Association on September 20, 1983, under the name Rainbow Resources Ltd. The company’s name was changed to Widescope Resources Ltd. on May 1, 1984, and to Gemini Technology Inc. on September 17, 1985. Registrant is currently in good standing under the laws of British Columbia.The registered and records office of the Company and the Company’s principal executive offices are located at 208-828 Harbourside Drive North Vancouver, British Columbia V7P 3R9, telephone 604-904-8481.
From September 1985 the company became involved in the design and marketing of a circuit board for a Zenith computer that allowed it to emulate an IBM PC and utilize much of the related software. Over the next year it broadened its product line to include proprietary computer graphics chips, custom electronic components and equipment. As the line of proprietary computer graphics chips were in final development, the demand for the circuit boards for the Zenith computer ended.
The company licensed its graphics chips to third parties, and concentrated on developing second and third generation products. Due to cash flow problems brought about by external and unforeseeable circumstances, and bad management decisions the company was forced into a position of attempting to develop a new generation product with little cash.
In August of 1989 the board changed direction and top management. The new strategy was to accelerate R&D on a blockbuster new product, targeting a small number of very large customers. With little cash and little ongoing revenue, the inevitable delays to the R&D process caused the company to be unable to meet payroll in February 1990. All of management resigned and the board of directors was changed. The shareholders spearheaded an effort to save the Company, which eventually resulted in the change to the board of directors and a plan to revive the Company's operations.
During 1991 the Company concentrated considerable effort on establishing a joint venture in Czechoslovakia to exploit the European market, as well as effort to establish a considerable technical presence in the Middle East. In addition, contracts and joint ventures were pursued in Russia, Singapore and Taiwan. As yet none of these efforts has yielded tangible results.
A great deal of time and energy has been expended in 1993 and 1994 in an effort to target and conclude an acquisition that would be complimentary to Gemini's technical and financial
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capabilities. This effort continued through 1996, and at the end of 1996 has been unsuccessful. In July of 1997, Gemini entered into discussions to acquire the assets and intellectual property of Abraham Publishing Group Inc. and certain other privately owned assets which in combination operate as a profitable publishing business. These discussions and negotiations had not been concluded by the end of 1997, but in the first quarter of 1998 resulted in an acquisition agreement with closing conditional on raising US$3.25 million in expansion capital.
Closing had not taken place by the end of 1998 due to small cap market conditions frustrating efforts to raise the required capital. Initiatives were undertaken to identify and review other potential acquisition or mergers requiring less capital.
The dot.com frenzy in the years 1999 and 2000 distorted valuations and made any prospective acquisition prohibitively expensive. The return to more normal valuations after mid 2000 has resulted in fewer but more reasonably priced prospective candidates. However as valuations became more reasonable the sources of funding became fewer. And the events of September 11 virtually shut down the availability of funding for most smaller transactions, particularly the size targeted by the company. Toward the end of the year discussions were entered into on a proprietary medical device, which had met some amount of success in a niche market in Texas. At yearend discussions were progressing, particularly as it appeared that this device could be sold in considerable quantity by the application of effective marketing. This was abandoned as marketing was found not to be the greatest challenge. The greatest challenge was providing the paperwork for the multiplicity of insurers ultimately paying for the use of the device.
During 2002 due diligence was done on two businesses, but neither was able to demonstrate the business case necessary for expansion financing. Accordingly neither was pursued further as a merger or acquisition candidate, despite one being in the bus shelter advertising business, a business usually demonstrating generally attractive economics.
During 2003 due diligence was done on several more businesses. All but one were abandoned as not being able to support the additional financing required to close. One of those abandoned became the subject of further review toward the end of the year as the owners lowered their price expectation. At year end, alternatives were being considered including merging with a like business, also available. A separate business was the subject of low level investigation throughout the year, as it was fairly early stage. It remained under observation at year end, having made considerable business progress.
B. Business overview.
The company’s sole activity is its search for a suitable acquisition or acquisitions that can be made and financed at prices and terms that make business sense. The acquisitions targeted will provide products and/or services to customers largely in the United States. They should also have the potential to be grown significantly by excellence in marketing.
World economic conditions, including the trade and budget deficits in the United States, have made the case for precious metals a compelling one. This, combined with the availability of
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capital for precious metals projects has expanded the acquisition search to include precious metals exploration and development opportunities.
C. Organizational structure.
The company is part of no other group, nor does it have any subsidiaries.
D. Property, plants and equipment.
The Company’s head office and principal facility, which is leased, is located at 828 Harbourside Drive, North Vancouver.It has no other property, plant, or equipment.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis should be read in conjunction with the financial statements and notes thereto included herein (see also "Selected Financial Data"). The consolidated financial statements have been prepared in accordance with Canadian GAAP. Refer Note 15 to the financial statements for a reconciliation of certain amounts to U.S. GAAP under Item 17. The primary differences between the Canadian and U.S. GAAP loss for the year are the inclusion of stock option compensation and a revised goodwill base under U.S. GAAP.
Overview
The company ‘s sole focus is on finding and completing a suitable acquisition, or suitable acquisitions. This activity is largely carried out by the directors and large shareholders at their expense. Accordingly its revenue is insignificant and certainly not material. Results can fluctuate on the basis of postal rate increases, or reductions in courier or long distance phone rates.
Results of Operations
The company has shown modest losses for the past several years. These losses result largely from having no revenue, rather than having unusual expenses. The expenses of the company are almost completely related to satisfying regulatory requirements, including the annual meeting, communication with shareholders; and seeking and evaluating acquisition prospects for suitability and ability to attract financing.
Fluctuations in Results
The Company’s annual operating results fluctuate, but very little.
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Liquidity and Capital Resources
Since the Company is organized in Canada, the Company’s December 31, 2003 consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles.
As at December 31, 2003, the Company had accumulated losses totaling $13,281,912. The Company had a working capital deficit of $9,039 as at December 31, 2003. The continuation of the Company is dependent upon the continued financial support of shareholders as well as obtaining long-term financing when the company concludes an appropriate merger or acquisition agreement.
As noted, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might arise from uncertainty. However, had the audit been conducted in accordance with U.S. generally accepted auditing standards the auditors would have reflected these concerns in their report and would have included an explanatory paragraph in their report raising concern about the Company's ability to continue as a going concern.
As at December 31, 2003 the Company had cash and term deposits of $1,959 and a working capital deficit of $9,039
Impact of Inflation
The Company believes that inflation has not had a material effect on its past business.
Quantitative and Qualitative Disclosures about Market Risk
Not applicable to the Company.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
It should be noted that the management discussed below is primarily involved with the Company’s current activities. As the Company concludes an acquisition or merger, additional personnel with differing areas of expertise will be utilized. Directors are elected annually by a majority vote of the shareholders and hold office until the next general meeting of the shareholders. Officers are appointed by, and serve at the discretion of, the board of directors. The names, place of residence, positions within the Company and the principal occupations of the directors and senior officers of the Company are set out below.
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A. Directors and senior management.
| Name, Municipality of | ||
| Residence and Position | Principal Occupation and Position | |
| with the Corporation | Age | During the Past Five Years |
| Douglas E. Ford (1) West Vancouver, B.C. Director | 40 | Director since September 10, 1992; General Manager of Dockside Capital, a private merchant banking and venture capital firm, from 1986 to present; also Vice President of Operations, Bugaboos Eyewear Corp., October 1998 to October 2000. |
| Martin Schultz Vancouver, B.C. Secretary and Director | 60 | Director and Secretary since March 20, 1990; Self employed corporate development advisor for over 10 years. |
| John Stanton Queensburg, New York Director | 58 | Director since November 15, 1990; Self employed pharmacist |
| Edward Dolejsi Delta, B.C. Director and President | 59 | Director since March 20, 1990; Vice-President and General Manager of BRI from July, 1994 until April, 1999; self-employed software consultant since May, 1999. |
| Edward D. Ford (1) Whistler, B.C.Director | 66 | Director since March 20, 1990; also has devoted a portion of his time to investment activities and as President of Dockside Capital, a private merchant banking and venture capital firm, for more than the last five years; chartered accountant for more than 20 years. |
(1) Edward Ford is the father of Douglas Ford
.B. Compensation.
Management compensation is determined by the board of directors based on competitive prices for services provided. During the year ended December 31, 2003, directors and officers, including private companies controlled by directors and officers, as a group, were paid a total of $36,000 in management fees, wages and benefits. See “Item 7. Major Shareholders and Related Party Transactions” for more detail on fees paid to members of management or to entities owned by them.
For the year ended December 31, 2003, the Company paid no compensation to Directors for acting as Directors. The Company does not have any pension or retirement plans, nor does the Company compensate its directors and officers by way of any material bonus or profit sharing plans. Directors, officers, employees and other key personnel of the Company may be compensated by way of stock options.
C. Board practices.
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Pursuant to the provisions of theCompany Act (BC), the Company’s directors are elected annually at the regularly schedules annual general meeting of shareholders. Each elected director is elected for a one-year term unless he resigns prior to the expiry of his term.
The Company has no arrangements in place for provision of benefits to its directors or upon their termination.
The Board has one committee, the Audit Committee, made-up of Messrs. Ford, Stanton and Schultz. The Audit Committee meets with the auditors annually prior to completion of the audited financial statements and regularly with management during the fiscal year.
D. Employees.
Effective at December 31, 2003 the Company had no salaried employees.
E. Share ownership.
A total of ten percent (10%) of the common shares of the Company, outstanding from time to time, are reserved for the issuance of stock options pursuant to the Company’s Incentive Stock Option Plan.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.
A. Major shareholders.
The following table sets forth certain information regarding beneficial ownership of the Company’s shares at December 31, 2003 by (i) each person who is known to own beneficially more than 5% of the Company’s outstanding Common Stock, (ii) each of the Company’s directors and executive officers and (iii) all current directors and executive officers as a group. The table does not reflect common shares held of record by depositories, but does include currently exercisable options and warrants which are included in the calculation of percentage of class ownership for each individual holder. As of December 31, 2003 there were 8,323,119 common shares issued and outstanding. Each of the listed persons may be reached at the Company’s head offices.
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| Amount and | |||||||
| Nature of | |||||||
| Beneficial | Percent | ||||||
| Name and Address of Beneficial Owner | Ownership | of Class | |||||
| Principal Holders | |||||||
| Not applicable | |||||||
| Officers and Directors | |||||||
| Edward Ford | 917,000 | (1) |
| 9.5 | |||
| John Stanton | 55,000 | * | 0.6 | ||||
| Douglas Ford | 913,000 | (2) | 9.4 | ||||
| Martin Schultz | 484,147 | 5.0 | |||||
| Edward Dolejsi | 6,200 | * | 0.06 | ||||
| All Officers and Directors as a Group (5 persons) | 2,375,347 | 24.6 |
| * Less than one percent. | |
| (1) | Includes 430,000 shares held through Singer Associates Holdings Ltd. |
| (2) | Includes 430,000 shares held through Wink Holdings Ltd. |
There are no arrangements, known to the Company, the operation of which may at a subsequent date result in a change in control of the Company.
B. Related party transactions.
During the fiscal year ended December 31, 2003, directors, officers and companies controlled by them have been engaged in the following transactions with the Company:
During the year ended December 31, 2003, a company in which a director has an interest charged the Company $36,000 (2002: $50,500, 2001: $18,000, 2000: $18,000) for rent and management fees. The unpaid portion of these amounts, plus additional advances and other amounts due to directors, aggregating $10,885 (2002: $77,562 2001: $21,704, 2000: $76,945, 1999: $48,036) is included in accounts payable and accrued liabilities at December 31, 2003.
A Company in which a director has an interest was charged $3,000 (2002: $12,000, 2001 $Nil 2000: $82,500, 1999: $120,000) for consulting fees during the year ended December 31, 2003. The unpaid portion of these amounts, aggregating $Nil (2002: $98,940, 2001: $86,100, 2000: $86,100, 1999: $128,400) is included in accounts receivable at December 31, 2003.
| 2003 | 2002 | 2000 | ||||||
| Management fees and rent | $36,000 | $50,500 | $18,000 |
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The above transactions were made on terms as favorable or more favorable to the Company than those that could be obtained from unaffiliated third parties.
ITEM 8. FINANCIAL INFORMATION
The Company is not aware of any significant change since December 31, 2003 that is not otherwise reported in this filing.
ITEM 9. THE OFFER AND LISTING
The shares of the company do not currently trade, pending a successful merger or acquisition. Subsequent to a successful transaction it is planned to have the shares commence trading on the NASDAQ bulletin board.
ITEM 10. ADDITIONAL INFORMATION
Memorandum and articles of association
| 1. | The company was incorporated as Rainbow Resources Ltd. September 20 1983 under certificate of incorporation no. 268952 in the Province of British Columbia Canada. The name was changed to Widescope Resources Ltd. May 1 1984, to Gemini Technology Inc. September 13 1985, and to International Gemini Technology Inc. September 23 1993. No objects and purposes are described. | |
| 2. | If a director has a material interest in a matter subject to a vote, he must declare it and abstain from voting, or have his vote not counted, except for certain specific exclusions which include setting director compensation. There are no restrictions on directors issuing debt however shareholder approval may be required in connection with convertible debt or other debt driven requirements to issue shares. There is no retirement age or share ownership requirement for directors. | |
| 3. | Dividends are declared by directors and subject to any special rights, paid to all holders of shares in a class according to the number of shares held. Voting rights are one vote per share. Directors stand for election every year at the annual meeting. Shareholders have no rights to share directly in the company’s profits. Subject to prior claims of creditors and preferred shareholders, common shareholders participate in any surplus in the event of liquidation according to the number of shares held. The company may redeem shares by directors’ resolution in compliance with applicable law unless the company is insolvent or may become insolvent by doing so. It must make its offer pro rata to every member who holds a class, subject to applicable stock exchange rules or company act provisions. The directors have wide discretion. Shareholders have no liability for further capital calls. |
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| No discriminatory provisions, against an existing or prospective shareholder of a substantial number of shares, are imposed by the articles. | ||
| 4. | Rights of holders of any class of shares can only be changed with their consent, and in accordance with the company act. Consent must be in writing by the holders or by a three fourths majority of a vote of the holders, and by the consent of the British Columbia Securities Commission. | |
| 5. | A notice convening an annual general or special meeting must specify the place, date, hour, and in the case of a special meeting, the general nature of the special business, and must be given in accordance with the company act. There are no special conditions outlining rights of admission. | |
| 6. | There are no limitations on rights to own securities. | |
| 7. | There are no provisions to delay, defer, or prevent a change in control. | |
| 8. | Nothing in the articles requires ownership disclosure. | |
| 9. | Not applicable. | |
| 10. | Not applicable. |
Material contracts
None.
Exchange Controls
This summary is of a general nature only and is not intended to be, and should not be interpreted as, legal advice to any prospective purchaser. Accordingly, prospective purchasers of the Company’s shares should consult with their own advisors with respect to their individual circumstances.
There are no laws or governmental decrees or regulations in Canada that restrict the export or import of capital, or which affect the remittance of dividends, interest or other payments to holders of the Company’s securities who are not residents of Canada, other than withholding tax requirements. Reference is made to “Item 7. Taxation”.
There are no limitations imposed by the laws of Canada, the laws of Alberta or by the charter or other governing documents of the Company on the right of a non-resident to hold or vote common shares of the Company, other than as provided in the Investment Canada Act (the “Investment Act”) and the potential requirement for a Competition Act Review.
The following summarizes the principal features of the Investment Act and the Competition Act Review for a non-resident who proposes to acquire common shares. This summary is of a general nature only and is not intended to be, nor is it, a substitute for independent advice from
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an investor’s own advisor. This summary does not anticipate statutory or regulatory amendments.
The Canadian Investment Act
The Canadian Investment Act generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture that is not a “Canadian” as defined in the Investment Act (a “non-Canadian”), unless, after review, the minister responsible for the Investment Act (the “Minister”) is satisfied that the investment is likely to be of a net benefit to Canada. Under the Investment Act, a United States citizen qualifies as a “World Trade Organization Investor.” Subject to the restrictions noted below, an investment in a Canadian business by a World Trade Organization Investor would be reviewable under the Investment Act only if it is an investment to acquire control of such Canadian business and the value of the assets of the Canadian business as shown on its financial statements is not less than a specified amount, which for 1999 was $184 million. An investment in the shares of a Canadian business by a non-Canadian other than a “World Trade Organization Investor” when the Company is not controlled by a World Trade Organization Investor, would be reviewable under the Investment Act if it is an investment to acquire control of the Canadian business and the value of the assets of the Canadian business as shown on its financial statements is $5 million or more, or if an order for review is made by the federal cabinet on the grounds that the investment relates to Canada’s cultural heritage or national identity.
The acquisition by a World Trade Organization Investor of control of a Canadian business in any of the following sectors is also subject to review if the value of the assets of the Canadian business exceeds $5 million (as shown on its financial statements): uranium, financial services (except insurance), transportation services and cultural businesses, which include broadcast media (publication, distribution or sale of books, magazines, periodicals, newspapers, music, film and video products and the exhibition of film and video products), television and radio services. As the Company’s business does not fall under any of the aforementioned categories, the acquisition of control of the Company, in excess of the $5 million threshold, by a World Trade Organization Investor would not be subject to such review.
A non-Canadian would acquire control of the Company for purposes of the Investment Act if the non-Canadian acquired a majority of the common shares.
The acquisition of less than a majority but one-third or more of the common shares would be presumed to be an acquisition of control of the Company unless it could be established that, on acquisition, the Company was not controlled in fact by the acquirer through the ownership of common shares. Notwithstanding the review provisions, any transaction involving the acquisition of control of a Canadian business or the establishment of a new business in Canada by a non-Canadian is a notifiable transaction and must be reported to Industry Canada by the non-Canadian making the investment either before or within thirty days after the investment.
Certain transactions relating to common shares are exempt from the Investment Act, including:
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Canadian Competition Act Review
Investments giving rise to the acquisition or establishment, directly or indirectly, by one or more persons of control over, or a significant interest in the whole or part of a business of a competitor, supplier, customer or other person are subject to substantive review by Canada’s Competition Law Authority, the Director of Investigation and Research (the “Director”). If or when the Director concludes that a merger, whether by purchase or lease of shares or assets, by amalgamation or by combination, or otherwise, prevents or lessens, or is likely to prevent or lessen competition substantially, he may apply as may be necessary to eliminate the substantial lessening or prevention of competition. Such substantive merger review power applies to all mergers, whether or not they meet limits for pre-notification under the Competition Act.
In addition to substantive merger review, the Competition Act provides for a pre-notification regime respecting mergers of a certain size. The regime applies in respect of share acquisitions, asset acquisitions, amalgamations and combinations. For ease of reference, this filing refers specifically to share acquisition, although the pre-notification regime applies, with the appropriate modification, to other types of acquisition of control as well.
In order for a share acquisition transaction to be pre-notifiable, the parties to the transaction (being the person or persons who proposed to acquire shares, and the corporation the shares of which are to be acquired), together with their affiliates (being all firms with a 50% or more voting shares linkage up and down the chain) must have:
| (i) | aggregate gross assets in Canada that exceed $400,000,000 in value, as shown on their audited financial statements for the most recently completed fiscal year (which must be within the last fifteen (15) months); or |
| (ii) | aggregate gross revenue from sales in, from or into Canada that exceed $400,000,000 for the most recently completed fiscal year shown on the said financial statements; and |
| (iii) | the party being acquired or corporations controlled by that party must have gross assets in Canada, or gross revenues from sales in or from Canada, exceeding $35,000,000 as shown on the said financial statements. Acquisition of shares carrying up to 20% of the votes of a publicly-traded corporation, or 35% of the votes in a private corporation, will not be subject to pre-notification, regardless of the above thresholds. However, exceeding the 20% or the 35% threshold, and again exceeding the 50% threshold, gives rise to an obligation of notification if the size threshold is met. |
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If a transaction is pre-notifiable, a filing must be made with the Director containing the prescribed information with respect to the parties, and a waiting period (either seven or twenty-one days, depending on whether a long or short form filing is chosen) must expire prior to closing.
As an alternative to pre-notification, the Director may grant an Advance Ruling Certificate, which exempts the transaction from pre-notification. Advance Ruling Certificates are granted where the Director concludes, based on the information provided to him, that he would not have sufficient grounds on which to apply to the Competition Tribunal to challenge the Merger.
Taxation
This summary is of a general nature only and is not intended to be, and should not be interpreted as, legal or tax advice to any prospective purchaser or holder of the Company’s shares and no representation with respect to the Canadian federal income tax consequences to any such prospective purchaser is made. Accordingly, prospective purchasers of the Company’s shares should consult with their own tax advisors with respect to their individual circumstances.
The following summary describes the principal Canadian federal income tax considerations generally applicable to a holder of the Company’s shares who, for purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”) and the Canada-United States Income Tax Convention, 1980 (the “Convention”) and at all relevant times is resident in the United States and not resident in Canada, deals at arm’s length with the Company, holds the Company’s shares as capital property, and does not use or hold and is not deemed to use or hold the Company’s shares in or in the course of carrying on business in Canada (a “United States Holder”).
This following summary is based upon the current provisions of the Canadian Income Tax Act, the regulations thereunder, all specific proposals to amend the Canadian Tax Act and the regulations announced by the Minister of Finance (Canada) prior to the date hereof and the Company’s understanding of the published administrative practices of the Canada Customs and Revenue Agency (formerly Revenue Canada, Customs, Excise and Taxation). This summary does not take into account or anticipate any other changes in the governing law, whether by judicial, governmental or legislative decision or action, nor does it take into account the tax legislation or considerations of any province, territory or non-Canadian jurisdiction (including the United States), which legislation or considerations may differ significantly from those described herein.
DividendsOn The Company’s Shares
Generally, dividends paid by Canadian corporations to non-resident shareholders are subject to a withholding tax of 25% of the gross amount of such dividends. However, pursuant to the Convention, the withholding tax rate on the gross amount of dividends paid to residents of the United States is reduced to 15% or, in the case of a United States corporation which owns at least 10% of the voting stock of the Canadian corporation paying the dividends, to 5% of the gross amount of such dividends.
17
Pursuant to the Convention, certain tax-exempt entities resident in the United States may be exempt from Canadian withholding taxes, including any withholding taxes levied in respect of dividends received on the Company’s shares.
Disposition Of The Company’s Shares
In general, a United States shareholder will not be subject to Canadian income tax on capital gains arising on the disposition of the Company’s shares, unless such shares are “taxable Canadian property” within the meaning of the Canadian Income Tax Act and no relief is afforded under any applicable tax treaty. The shares of the Company would be taxable Canadian property of a non-resident if at any time during the five-year period immediately preceding a disposition by the non-resident of such shares, not less than 25% of the issued shares of any class or series of all classes of shares of the Company belonged to the non-resident, to persons with whom the non-resident did not deal at arm’s length, or to the non-resident and persons with whom the non-resident did not deal at arm’s length for purposes of the Canadian Income Tax Act. For this purpose, issued shares include options to acquire such shares (including conversion rights) held by such persons. Under the Convention, a capital gain realized by a resident of the United States will not be subject to Canadian tax unless the value of the shares of the Company is derived principally from real estate (as defined in the Convention) situated in Canada.
Documents on display
All documents referenced in this Form 20-F may be viewed at the offices of the Company during business hours #208 - 828 Harbourside Drive, North Vancouver BC V7P 3R9 Canada, Telephone 604-904-8481.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable
18
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable
ITEM 15. CONTROLS AND PROCEDURES
Specific controls and procedures were not implemented by the end of fiscal year 2003. The company is in a development phase, where it is evaluating opportunities. There is little money involved at this time so the investment in establishing specific controls and procedures has a lower priority than seeking and evaluating opportunities. Once an appropriate project has been selected and is underway, management will establish controls and procedures in accordance with usual industry practice.
ITEM 16
A. Audit Committee Financial Expert
The company has as its audit committee financial expert Mr. Edward D. Ford who is a Canadian Chartered Accountant. He has held these professional qualifications since 1961. During his career Mr. Ford has been an associate, manager and partner of several Canadian professional accounting firms that specialized in audit/assurance, taxation, insolvency and independent business consulting. Additionally he has served as a Chief Financial Officer of several public companies.
B. Code Of Ethics
The company has not yet adopted a code of ethics. It has no material assets, as it is the development phase. Once it has selected an appropriate project, it will adopt a code of ethics that conforms to usual industry practice.
C. Principal Accounting Fees And Services
Audit fees of $1,712 were billed in 2003, and $1,605 in 2002. The principal accountant billed for no other fees in either of those two years.
ITEM 17. FINANCIAL STATEMENTS
The financial statements and notes thereto as required by Item 17 are attached hereto and found immediately after the text of this Registration Statement. The auditors’ report of Charlton & Company, independent Chartered Accountants, for the audited financial statements and notes thereto is included immediately preceding the audited financial statements.
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ITEM 18. FINANCIAL STATEMENTS
Not applicable. See “Item 17. Financial Statements” above.
ITEM 19. EXHIBITS
Attached hereto are the following exhibits:
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| INTERNATIONAL GEMINI TECHNOLOGY INC. | ||
| Date: March 29, 2004 | By: | /s/ Martin Schultz |
| Name: | Martin Schultz | |
| Title: | Secretary and Director, as | |
| duly authorized signatory | ||
20
INTERNATIONAL GEMINI TECHNOLOGY INC.
AUDITORS’ REPORT
AND FINANCIAL STATEMENTS
- DECEMBER 31, 2003, 2002 AND 2001
(Expressed in Canadian Dollars)
International Gemini Technology Inc.
December 31, 2003
(Expressed in Canadian Dollars)
Index
| Page | |||
| AUDITORS’ REPORT | 1 | ||
| FINANCIAL STATEMENTS | |||
| Balance Sheets | 2 | ||
| Statements of Operations and Deficit | 3 | ||
| Statements of Cash Flows | 4 | ||
| Notes to the Financial Statements | 5- 8 | ||
AUDITORS’ REPORT
To: The Directors of
International Gemini Technology Inc.
We have audited the balance sheets of International Gemini Technology Inc. as at December 31, 2003 and 2002 and the statements of operations and deficit and cash flows for the years ended December 31, 2003, 2002 and 2001. 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. 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, 2003 and 2002 and the results of its operations and cash flows for the years ended December 31, 2003, 2002 and 2001 in accordance with accounting principles generally accepted in Canada applied on a consistent basis.
| “Charlton & Company” | |
| CHARTERED ACCOUNTANTS | |
| Vancouver, Canada | |
| February 10, 2004 |
Comments by Auditor for U.S. Readers on Canada - U.S. Reporting Difference
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 referred to in the attached balance sheets as at December 31, 2003 and 2002 and described in Note 1 to the financial statements. Our report to the directors dated February 10, 2004 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditor's report when these are adequately disclosed in the financial statements.
| “Charlton & Company” | |
| CHARTERED ACCOUNTANTS | |
| Vancouver, Canada | |
| February 10, 2004 |
Page 1
| International Gemini Technology Inc. Balance Sheets As at December 31 (Expressed in Canadian Dollars) |
| 2003 | 2002 | |||||
| ASSETS | ||||||
| Current | ||||||
| Cash | $ | 1,959 | $ | 596 | ||
| Accounts receivable (Note 5) | 1,087 | 110,566 | ||||
| 3,046 | 111,162 | |||||
| Investment(Note 4) | 46,024 | 46,024 | ||||
| $ | 49,070 | $ | 157,186 | |||
LIABILITIES | ||||||
| Current | ||||||
| Accounts payable and accrued liabilities (Note 5) | $ | 12,355 | $ | 82,608 | ||
| Contingency(Note 1) | ||||||
SHAREHOLDERS’ EQUITY | ||||||
| Share capital – common(Note 6) | 12,660,559 | 12,660,559 | ||||
| Share capital – preferred(Note 6) | 604,724 | 604,724 | ||||
| Contributed surplus | 53,344 | 53,344 | ||||
| Deficit,per statement | (13,281,912 | ) | (13,244,049 | ) | ||
| 36,715 | 74,578 | |||||
| $ | 49,070 | $ | 157,186 |
| Approved by the directors: | ||
| “Martin Schultz” | “Doug Ford” | |
| Director – Martin Schultz | Director – Doug Ford |
| See accompanying notes. | Page 2 |
| International Gemini Technology Inc. Statements of Operations and Deficit For the Years Ending December 31, (Expressed in Canadian Dollars) |
| 2003 | 2002 | 2001 | |||||||
| Revenue | $ | 3,000 | $ | 22,000 | $ | - | |||
| Expenses | |||||||||
| General and administrative | 40,863 | 57,443 | 23,805 | ||||||
| Loss before other item | (37,863 | ) | (35,443 | ) | (23,805 | ) | |||
| Other item | |||||||||
| Interest income | - | 179 | 600 | ||||||
| Loss for the year | (37,863 | ) | (35,264 | ) | (23,205 | ) | |||
| Deficit, beginning of year | (13,244,049 | ) | (13,208,785 | ) | (13,185,580 | ) | |||
| Deficit, end of year | $ | (13,281,912 | ) | $ | (13,244,049 | ) | $ | (13,208,785 | ) |
| Loss per share | $ | (0.004 | ) | $ | (0.004 | ) | $ | (0.003 | ) |
| Fully diluted loss per share | $ | (0.003 | ) | $ | (0.003 | ) | $ | (0.002 | ) |
| See accompanying notes. | Page 3 |
| International Gemini Technology Inc. Statements of Cash Flows For the Years Ending December 31, (Expressed in Canadian Dollars) |
| 2003 | 2002 | 2001 | |||||||
| Cash provided by (used in): | |||||||||
| Operating activities | |||||||||
| Net income (loss) for the year | $ | (37,863 | ) | $ | (35,264 | ) | $ | (23,205 | ) |
| Changes in non-cash working capital balances (Note 7) | 39,226 | 80,571 | (105,603 | ) | |||||
| 1,363 | 45,307 | (128,808 | ) | ||||||
| Investing activity | |||||||||
| Investment | - | (46,024 | ) | - | |||||
| Increase (decrease) during the year | 1,363 | (717 | ) | (128,808 | ) | ||||
| Cash, beginning of year | 596 | 1,313 | 130,121 | ||||||
| Cash, end of year | $ | 1,959 | $ | 596 | $ | 1,313 |
| See accompanying notes. | Page 4 |
| International Gemini Technology Inc. Notes to the Financial Statements December 31, 2003 (Expressed in Canadian Dollars) |
| 1. | Continuing Operations The Company’s ability to continue as a going concern is subject to obtaining financing and achieving profitable operations. | |
| 2. | Significant Accounting Policies These financial statements have been prepared in accordance with accounting principles generally accepted in Canada, which conform in all material respects with those in the United States. Outlined below are those policies considered particularly significant by the Company. | |
| (a) | Stock-based compensation plan Effective January 1, 2002, the Company adopted the new CICA Handbook Section 3870 “Stock-Based Compensation and Other Stock-Based Payments”, which recommends that fair value-based methodology for measuring compensation costs. The new section also permits, and the Company has adopted the use of the intrinsic value-based method, which recognizes compensation for awards to the employees only when the market price exceeds the exercise price at the date of grant, but requires pro-forma disclosure of earnings and earnings per share as if the fair value method had been adopted. | |
| (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. | |
| (c) | Income taxes 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. Notes to the Financial Statements December 31, 2003 (Expressed in Canadian Dollars) |
| 2. | Significant Accounting Policies(continued) | |
| (d) | Earnings (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 earnings 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 period. Fully diluted loss per share have been calculated on the assumption that preferred shares were converted into common shares at a conversion value of $1 per share by $0.45. Loss per share is calculated using the weighted-average number of shares outstanding during the year. | |
| 3. | Financial Instruments The Company’s financial instruments consist of cash, accounts receivable, investment, 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. The fair value of these financial instruments approximate their carrying values. | |
| 4. | Investment The investment is recorded at cost and represents a 3% interest in a private company, B.W.N. Oil Technologies Inc. | |
| 5. | Related Party Transactions During the year ended December 31, 2003, a company in which a director has an interest charged the Company $36,000 (2002: $36,000, 2000: $50,500) for rent and management fees. The unpaid portion of these amounts, plus additional advances and other amounts due to directors, aggregating $10,885 (2002: $77,562, 2001: $21,704) is included in accounts payable and accrued liabilities at December 31, 2003. A Company in which a director has an interest was charged $3,000 (2002: $12,000, 2001: $Nil) for consulting fees during the year ended December 31, 2003. The unpaid portion of these amounts, aggregating $Nil (2002: $98,940, 2000: $86,100) is included in accounts receivable at December 31, 2003. | |
Page 6
| International Gemini Technology Inc. Notes to the Financial Statements December 31, 2003 (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 | |
| 2003 | 2002 | |||||||||
| Shares | $ | Shares | $ | |||||||
| Balance, beginning and end of year | 8,323,119 | 12,660,559 | 8,323,119 | 12,660,559 | ||||||
| ii) | Preferred shares |
| 2003 | 2002 | |||||||||
| Shares | $ | Shares | $ | |||||||
| Balance, beginning and end of year | 604,724 | 640,724 | 604,724 | 640,724 | ||||||
| 7. | Changes in Non-Cash Working Capital Balances Relating to Operations |
| 2003 | 2002 | 2001 | ||||||||
| Accounts receivable | $ | 109,479 | $ | (22,912 | ) | $ | (1,554 | ) | ||
| Note receivable | - | 46,024 | (46,024 | ) | ||||||
| Accounts payable and accrued liabilities | (70,253 | ) | 57,459 | (58,025 | ) | |||||
| $ | 39,226 | $ | 80,571 | $ | (105,603 | ) |
Page 7
| International Gemini Technology Inc. Notes to the Financial Statements December 31, 2003 (Expressed in Canadian Dollars) |
| 8. | Income Taxes The Company incurred an operating loss for the period of $37,863 (2002: $35,443) which, if unutilized will expire in 2010. Future tax benefits which may arise due to this loss has not been recognized in these statements, as its realization is not judged likely to occur. A reconciliation of income taxes at statutory rates with the reported taxes are as follows: |
| 2003 | 2002 | ||||||
| Loss for the year | $ | 37,863 | $ | 35,443 | |||
| Income tax recovery of statutory rates | $ | 13,479 | $ | 12,617 | |||
| Unrecognized benefit of non-capital losses | (13,479 | ) | (12,617 | ) | |||
| Total income taxes | $ | - | $ | - |
| The significant components of the Company’s future income tax assets are as follows: |
| 2003 | 2002 | ||||||
| Future income tax assets: | |||||||
| Non-capital losses carried forward | $ | 34,294 | $ | 20,815 | |||
| Research and development expenses carried forward | 1,220,128 | 1,220,128 | |||||
| Valuation allowance | (1,254,422 | ) | (1,240,943 | ) | |||
| Future income tax | $ | - | $ | - |
The Company has $96,332 in non capital losses which expire at various dates to the year ended December 31, 2010. 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. |
Page 8
