NexMetals Mining Corp. — Interim / Quarterly Report 2002

Nov 29, 2002

6-K 1 form6k.htm HTML PUBLIC "form6k" form6k $$/page=

FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the month of _ November ______ , 20_ 02

Commission File Number _ 0-14740 _____

INTERNATIONAL GEMINI TECHNOLOGY INC. (Translation of registrant's name into English)

#208 – 828 Harbourside Drive, N. Vancouver, BC Canada V7P 3R9 (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F X 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): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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 _____

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If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_

Signatures

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

___ INTERNATIONAL GEMINI TECHNOLOGY INC . ___ (Registrant)

| | /s/ ____ Douglas
E. Ford _ |
| --- | --- |
| | (Signature)* |
| Date__ November
28, 2002 | Douglas
E. Ford, Director |
| * Print
the name and title of the signing officer under his signature. | |

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Form 6-K

Summary

International Gemini Technology Inc has filed the exhibits with the applicable Canadian securities regulators and the Company’s shareholders that appear on its Supplemental List of Shareholders. The exhibits make-up the Company’s quarterly report to shareholders for the nine-month period ended September 30, 2002.

Exhibits

| 1.
Cover letter dated November
28, 2002; |
| --- |
| 2.
BC Form 51-901F; |
| 3.
Schedule A to BC Form 51-901F; |
| 4.
Schedule B to BC Form 51-901F;
and |
| 5.
Schedule C to BC Form 51-901F. |

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

November 28, 2002

| British Columbia Securities
Commission | Ontario
Securities Commission |
| --- | --- |
| PO Box 10142, Pacific
Centre | Suite
1903, Box 55 |
| 701 West Georgia Street | 20 Queen
Street West |
| Vancouver, BC V7Y
1L2 | Toronto,
ON M5H 3S8 |
| Office of International
Corporate Finance | |
| Securities and Exchange
Commission | |
| 450 Fifth Street NW,
Mail Stop 3-7 | |
| Washington, DC 20549 | |

RE: Interim Financial Statements – September 30, 2002

Dear Sirs/Madams:

Enclosed is one copy of the Company’s quarterly financial statements and supplementary information, for the nine-month period ended September 30, 2002, as mailed today to those individuals that appear on the Company’s Supplemental Mailing List.

Yours truly,

INTERNATIONAL GEMINI TECHNOLOGY INC.

“Signed”

Martin Schultz Secretary

MS:kls Enclosures

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British Columbia Securities Commission Quarterly and Year End Report BC Form 51-901F (previously Form 61)

| ISSUER
DETAILS NAME OF ISSUER International
Gemini Technology Inc. | | FOR
QUARTER ENDED September 30, 2002 | DATE
OF REPORT YY/MM/DD 02/11/28 |
| --- | --- | --- | --- |
| ISSUER’S
ADDRESS #208 – 828 Harbourside Drive | | | |
| CITY
PROVINCE North Vancouver BC | POSTAL
CODE V7P 3R9 | ISSUER
FAX NO. 604-904-9431 | ISSUER
TELEPHONE NO. 604-904-8481 |
| CONTACT
NAME Martin Schultz | CONTACT
POSITION Director | | CONTACT
TELEPHONE NO. 604-904-8481 |
| CONTACT
EMAIL ADDRESS N/A | WEBSITE
ADDRESS N/A | | |
| CERTIFICATE The three schedules
required to complete this Report are attached and the disclosure contained
therein has been approved by the Board of Directors. A copy of this Report
will be provided to any shareholder who requests it. | | | |
| DIRECTOR’S
SIGNATURE › “Signed” | PRINT FULL
NAME Douglas E. Ford | | DATE SIGNED YY/MM/DD 02/11/28 |
| DIRECTOR’S
SIGNATURE › “Signed” | PRINT FULL
NAME Martin Schultz | | DATE SIGNED YY/MM/DD 02/11/28 |

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| INTERNATIONAL
GEMINI TECHNOLOGY INC. | | | Schedule
A | |
| --- | --- | --- | --- | --- |
| Consolidated
Balance Sheet | | | | |
| Prepared
by management (unaudited) | | | | |
| | September
30, 2002 | | Dec
31, 2001 | |
| ASSETS | | | | |
| Current
assets | | | | |
| Cash | $ 1,131 | $ | 1,313 | |
| Accounts
receivable | 86,466 | | 87,654 | |
| Investments | 46,024 | | 46,024 | |
| | $ 133,621 | $ | 134,991 | |
| | ● | | ● | |
| LIABILITIES
AND SHAREHOLDERS' EQUITY | | | | |
| Current
Liabilities | | | | |
| Accounts
payable and accrued liabilities | $ 80,538 | $ | 25,149 | |
| Shareholders'
equity | | | | |
| Share
capital - common | $ 12,660,559 | $ | 12,660,559 | |
| Share
capital - preferred | 604,724 | | 604,724 | |
| Contributed
surplus | 53,344 | | 53,344 | |
| Deficit | (13,265,544 | ) | (13,208,785 | ) |
| | 53,083 | | 109,842 | |
| | $ 133,621 | $ | 134,991 | |
| | ● | | ● | |

Approved by the Directors:

"Signed" Martin Schultz

"Signed" Douglas E. Ford

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| INTERNATIONAL
GEMINI TECHNOLOGY INC. | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Consolidated
Statement of Income and Deficit | | | | | | | | |
| Prepared
by management (unaudited) | | | | | | | | |
| | Three
Months Ended | | Three
Months Ended | | Nine
Months Ended | | Nine
Months Ended | |
| | September
30, 2002 | | September
30, 2001 | | September
30, 2002 | | September
30, 2001 | |
| Revenue | $ | $ | 0 | $ | - | | $ 11,349 | |
| Expenses | | | | | | | | |
| General
and administrative | 9,806 | | 4,430 | | 56,758 | | 17,831 | |
| Income (loss)
for the period | (9,806 | ) | (4,430 | ) | (56,758 | ) | (6,482 | ) |
| Deficit,
beginning of period | 13,255,738 | | 13,187,632 | | (13,208,785 | ) | 13,185,580 | |
| Deficit,
endof period | $ 13,265,544 | $ | 13,192,062 | $ | (13,265,543 | ) | $ 13,192,062 | |
| | ● | | ● | | ● | | ● | |
| Earnings
per share | 0 | | 0 | | 0 | | 0 | |
| | ● | | ● | | ● | | ● | |
| Fully diluted
earnings per share | 0 | | 0 | | 0 | | 0 | |
| | ● | | ● | | ● | | ● | |

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| INTERNATIONAL
GEMINI TECHNOLOGY INC. | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Consolidated
Statement of Cash Flow | | | | | | | | |
| Prepared
by management (unaudited) | | | | | | | | |
| | Three
Months Ended | | Three
Months Ended | | Nine
Months Ended | | Nine
Months Ended | |
| | September
30, 2002 | | September
30, 2001 | | September
30, 2002 | | September
30, 2001 | |
| Operating
Activities | | | | | | | | |
| Net
income for period | $ (9,806 | ) | $ (4,501 | ) | $ (56,758 | ) | $ (6,482 | ) |
| Deduct items
not involving a current cash receipt | | | | | | | | |
| Changes
in non-cash working capital balances | 11,260 | | (43,500 | ) | 56,577 | | (116,825 | ) |
| Net cash
increase (decrease) in period | 1,454 | | (48,001 | ) | (182 | ) | (123,307 | ) |
| Cash position,
beginning of period | (323 | ) | 54,816 | | 1,313 | | 130,121 | |
| Cash position,
end of period | $ 1,131 | | $ 6,815 | | $ 1,131 | | $ 6,814 | |
| | ● | | ● | | ● | | ● | |

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Schedule B Page 1 of 2

International Gemini Technology Inc. Notes to the Financial Statements September 30, 2002

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.
3	.	Financial Instruments
		The
Company’s financial instruments consist of cash, accounts receivable,
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 approximates their carrying values.
4	.	Related Party Transactions
		During
the period ended September 30, 2002, a company in which a director has an
interest charged the Company $50,500 (2001: $ 4,500, 2000 :$ 4,500) for
rent and management fees. The unpaid portion of these amounts, plus additional
advances and other amounts due to directors, aggregating $80,894 (2001:
$41,928, 2000: $57,861) is included in accounts payable and accrued liabilities
at September 30, 2002.
5	.	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.

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Schedule B Page 2 of 2

| | | b) | The
share capital is as follows: | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | i)
Common shares | | | | |
| | | | | September
30, 2002 | | September
30, 2001 | |
| | | | | Shares | $ | Shares | $ |
| | | | Balance,
end of period | 8,323,119 | 12,660,559 | 8,323,119 | 12,660,559 |
| | | | | ● | ● | ● | ● |
| | | | ii)
Preferred shares | | | | |
| | | | | September
30, 2002 | | September
30, 2001 | |
| | | | | Shares | $ | Shares | $ |
| | | | Balance,
end of period | 604,724 | 604,724 | 604,724 | 604,724 |
| | | | | ● | ● | ● | ● |
| | | c) | During
the period nil common shares were issued and nil preferred shares were
issued; | | | | |
| | | d) | Nil stock
options are outstanding. | | | | |
| 6 | . | Directors & Officers | | | | | |
| | | Edward Dolejsi,
President & Director | | | | | |
| | | Edward D.
Ford, Vice-President & Director | | | | | |
| | | Martin Schultz,
Secretary & Director | | | | | |
| | | John D. Stanton,
Director | | | | | |
| | | Douglas E.
Ford, Director | | | | | |

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SCHEDULE C

International Gemini Technology Inc. is essentially an inactive company in search of a viable and fundable business/project/ opportunity. Its original business disappeared concurrent with its much earlier reorganization pursuant to Proposal under Canada’s Bankruptcy and Insolvency Act. It has no ongoing activity, and it’s board of directors, who all have other responsibilities, conduct the Company’s affairs.

Accordingly management’s attention is focused in two areas. One is searching for credible opportunities, and conducting such due diligence on each opportunity’s viability and ability to attract capital as the individual circumstances warrant. During the 9 months ended September 30, 2002 management reviewed several projects, most of which proved unsuitable and/or unlikely to attract capital. This was due to a combination of continuing unrealistic valuations, and an oversupply of technology projects, and uncertainty in capital markets. One situation continues to be monitored.

The other area of focus is to ensure compliance with all of the relevant regulatory authorities. The 9 months ended September 30, 2002 concentrated on finalizing the audit for the previous fiscal year, and organizing the necessary regulatory filings for the previous fiscal, including filing form 20-F with the SEC in the United States. Related was the preparation and distribution of the necessary shareholder information preparatory to the annual general meeting also conducted in this quarter.

The financial statements speak for themselves. International Gemini Technology Inc. has no significant financial resources. It depends on the time and attention its directors can devote to it, and this time must be taken away from their other activities. When it is successful in securing a viable project, success is far from certain. The project will undoubtedly require financing, and the current state of the capital markets and the general economy is uncertain at best. The duration of this period of uncertainty is also not known.

In the absence of a specific project, no attempts have been made to raise even modest amounts of working capital. If this had been attempted its outcome was uncertain. Also uncertain is whether success would have materially altered International Gemini Technology Inc.’s current situation. Accordingly, activities except as related to project identification and regulatory compliance will be avoided.