UNITED STATESSECURITIES AND EXCHANGE ~~COMMISSIONWashington~~COMMISSION Washington, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~For the quarterly period ended January 31, 2009~~

For the quarterly period ended July 31, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE ~~SECURITIES~~ SECURITIES EXCHANGE ACT OF 1934 ~~For the transition period from ___________________ to _____________________~~

For the transition period from ____________________ to ____________________

Commission File Number 000-52399

GEMINI EXPLORATIONS, INC.
(Exact name of registrant as specified in its charter)

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Suite 103, 240-11^thAvenue SW, Calgary, Alberta, Canada	T2R 0C3
(Address of principal executive offices)	(Zip Code)

403.697.4877
(Registrant’s telephone number, including area code)

N/A (Former name, former address and former ~~fiscal~~ fiscal year, if changed since last report)

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.~~[ X ] YES [ ] NO~~

[ X ] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] ~~Smaller reporting company [ X ]~~ (Do not check if a smaller reporting company) Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act~~[ ] YES [ X ] NO~~

[ ] YES [ X ] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.~~[ ] YES [ ] NO~~

[ ] YES [ ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. ~~356~~4,~~750~~483,~~000~~749 common shares issued and outstanding as of ~~March~~September 2010, 2009

PART 1 – FINANCIAL INFORMATION

Item 1.

Financial Statements.

Our unaudited interim financial statements for the ~~nine~~three month period ended ~~January~~July 31, 2009 form part of this quarterly report. They are ~~stated~~ stated in United States Dollars (US$) and are prepared in accordance with United ~~States~~ States generally accepted accounting principles.

Gemini Explorations, Inc.
(An Exploration Stage Company)

~~January~~July 31, 2009

	Index
Balance Sheets	F–1
Statements of Operations	F–2
Statements of Cash Flows	F–3
Notes to the Financial Statements	F–4

Gemini Explorations, Inc.

(An Exploration Stage Company)

Balance Sheets

(Expressed in U.S. dollars)

	January 31,		April 30,
	July 31, 2009 $		April 30, 2009 $
	2009		2008
	$		$
	(Unaudited)
ASSETS
Current Assets
Cash	~~148~~4,387		~~182~~6,724
Prepaid expenses	–1,870		~~18,923~~–
Total Current Assets	~~148~~6,257		196,~~105~~724
Property and equipment (Note 3)	~~412~~235		~~676~~323
Total Assets	~~560~~6,492		197,~~781~~047
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable (Note 8(b))	174,126		221,380
Accounts payable	135,734		129,036
Accrued liabilities	8102,~~000~~041		–40,051
Convertible debt (Note 7)	200,000		–
Convertible debt, less unamortized discount of $30,796 (Note 7)	336,541		235,242
Derivative liability (Note 7)	~~131~~278,~~040~~443		–170,460
Due to a related party (Note 5)	–		38,123
Loans payable (Note 4)	391,788		389,091
Loans payable (Note 4)	488,332		473,787
Total Liabilities	1,244,547		963,880
Total Liabilities	1,001,498		733,290
Contingencies and Commitments (Note 1, 6 and 8)
Contingencies and Commitments (Note 1 and 8)
Stockholders’ Deficit
Common stock, 900,000,000 shares authorized, $0.001 par value;
Common stock, 4,500,000 shares authorized, $0.001 par value;
156,750,000 shares issued and outstanding (April 30, 2008 – 69,250,000)	156,750		69,250
4,483,750 shares issued and outstanding (April 30, 2009 – 4,283,750 shares)	4,484		4,284
Additional paid-in capital	23,~~381~~302,~~967~~233		13,~~468~~274,~~417~~433
Common stock subscribed	3,900		–
Donated capital	9,750		9,750
Deficit accumulated during the exploration stage	(34,~~553~~554,~~305~~522	)	(24,~~260~~245,~~926~~300	)
Total Stockholders’ Deficit	(1,~~000~~238,~~938~~055	)	(~~713~~956,~~509~~833	)
Total Liabilities and Stockholders’ Deficit	~~560~~6,492		197,~~781~~047

(The accompanying notes are an integral part of these financial statements)F-1

~~F-1~~Gemini Explorations, Inc. (An Exploration Stage Company) Statements of Operations (Expressed in U.S. dollars) (Unaudited)

Gemini Explorations, Inc. (An Exploration Stage Company) Statements of Operations (Expressed in U.S. dollars) (Unaudited)

	Accumulated from		For the		For the
	January 26, 2006		Three Months		Three Months
	(Date of Inception)		Ended		Ended
	to July 31,		July 31,		July 31,
	2009		2009		2008
	$		$		$

Revenue	–		–		–

Expenses

Foreign exchange (gain) loss	(12,854	)	3,169		(2,297	)
General and administrative (Note 5)	686,046		136,771		79,203
Impairment of mineral property costs (Note 6(b))	1,780,789		–		–
Mineral exploration costs	361,398		15,000		30,000

Total Expenses	2,815,379		154,940		106,906

Net Loss from Operations	(2,815,379	)	(154,940	)	(106,906	)

Other Income (Expenses)

Loss on change of fair value of derivative liabilities
(Note 7)	(24,319	)	(39,759	)	–
Accretion Interest on convertible debt (Note 7)	(240,665	)	(94,523	)	–
Loss on settlement of debt (Note 9)	(1,474,159	)	(20,000	)	–

Net Loss	(4,554,522	)	(309,222	)	(106,906	)

Net Loss Per Share – Basic and Diluted			(0.07	)	–

Weighted Average Shares Outstanding			4,452,981		346,250

	Accumulated from		For the		For the		For the		For the
	January 26, 2006		Three Months		Three Months		Nine Months		Nine Months
	(Date of Inception)		Ended		Ended		Ended		Ended
	to January 31,		January 31,		January 31,		January 31,		January 31,
	2009		2009		2008		2009		2008
	$		$		$		$		$
Revenue	–		–		–		–		–
Expenses
Foreign exchange loss (gain)	(16,709	)	(671	)	(534	)	(18,239	)	2,052
General and administrative	467,628		55,441		35,789		229,028		106,571
Impairment of mineral property costs (Note 6)	1,780,789		–		50,000		–		475,000
Mineral exploration costs	326,398		14,500		30,000		74,500		141,055
Total Expenses	2,558,106		69,270		115,255		285,289		724,678
Net Loss from Operations	(2,558,106	)	(69,270	)	(115,255	)	(285,289	)	(724,678	)
Other Income
(Loss) gain on change of fair value of derivative
liabilities (Note 7)	(16,383	)	10,656		–		(16,383	)	–
Accretion of discount on convertible debt (Note 7)	(114,657	)	(46,584	)	–		(114,657	)	–
Loss on settlement of debt	(864,159	)	–		–		(876,050	)	–
Net Loss	(3,553,305	)	(105,198	)	(115,255	)	(1,292,379	)	(724,678	)
Net Loss Per Share – Basic and Diluted			–		–		(0.01	)	(0.01	)
Weighted Average Shares Outstanding			156,750,000		63,132,000		111,868,000		61,033,000

(The accompanying notes are an integral part of these financial statements)
F-2

~~(The~~Gemini ~~accompanying~~Explorations, ~~notes~~Inc. ~~are~~(An anExploration ~~integral~~Stage ~~part~~Company) Statements of ~~these~~Cash ~~financial statements~~Flows (Expressed in U.S. dollars) (Unaudited)

F-2

	Accumulated from		For the		For the
	January 26, 2006		Three Months		Three Months
	(Date of Inception)		Ended		Ended
	to July 31,		July 31,		July 31,
	2009		2009		2008
	$		$		$
Operating Activities
Net loss	(4,554,522	)	(309,222	)	(106,906	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Accretion interest on convertible debt	240,665		94,523		–
Amortization	824		88		88
Donated rent and services	9,750		–		–
Impairment of mineral property costs	1,780,789		–		–
Loss on change in foreign exchange	2,697		2,697		–
Loss on settlement of debt	1,474,159		20,000		–
Loss on change in fair value of derivative liabilities	24,319		39,759		–
Stock-based compensation	67,167		–		18,923
Changes in operating assets and liabilities:
Prepaid expenses	(1,870	)	(1,870	)	–
Accounts payable	252,679		14,698		36,920
Accrued liabilities	128,596		61,990		24,047
Due to related party	11,891		–		(2,474	)
Net Cash Used In Operating Activities	(562,856	)	(77,337	)	(29,402	)
Investing Activities
Purchase of property and equipment	(1,059	)	–		–
Mineral property costs	(105,789	)	–		–
Net Cash Used in Investing Activities	(106,848	)	–		–
Financing Activities
Proceeds from loans payable	398,091		–		29,222
Repayments of loans payable	(9,000	)	–		–
Proceeds from convertible debt	350,000		75,000		–
Proceeds from issuance of common stock	35,000		–		–
Repurchase of common stock	(100,000	)	–		–
Net Cash Flows Provided By Financing Activities	674,091		75,000		29,222
Increase (Decrease) in Cash	4,387		(2,337	)	(180	)
Cash - Beginning of Year	–		6,724		182
Cash - End of Year	4,387		4,387		2

Non-cash Investing and Financing Activities
Common shares issued to settle debt	1,769,050		28,000		–
Stock issued for mineral property costs	1,575,000		–		–

Supplemental Disclosures
Interest paid			–		–
Income taxes paid			–		–

~~Gemini~~(The ~~Explorations,~~accompanying ~~Inc.~~notes ~~(An~~are ~~Exploration~~an ~~Stage~~integral ~~Company)~~part ~~Statements~~ of ~~Cash~~these ~~Flows (Expressed in U.S. dollars~~financial statements) ~~(Unaudited)~~F-3

	For the		For the
	Nine Months		Nine Months
	Ended		Ended
	January 31,		January 31,
	2009		2008
	$		$
Operating Activities
Net loss	(1,292,379	)	(724,678	)
Adjustments to reconcile net loss to net cash used in operating
activities:
Amortization	264		265
Loss on change in fair value of derivative liabilities	16,383		–
Loss on issuance of shares upon conversion of debt	876,050		–
Accretion of discount on convertible debt	114,657		–
Impairment of mineral properties	–		475,000
Stock-based compensation	22,823		–
Changes in operating assets and liabilities:
Accounts payable	77,746		92,442
Accrued liabilities	8,000		63,763
Due to related party	(38,123	)	10,842
Net Cash Used In Operating Activities	(214,579	)	(82,366	)
Investing Activities			–
Mineral property acquisition costs	–		(100,000	)
Net Cash Used In Investing Activities	–		(100,000	)
Financing Activities
Bank indebtedness	–		54
Proceeds from loans payable	23,545		94,000
Repayments of loans payable	(9,000	)	–
Proceeds from convertible debentures	200,000		–
Net Cash Provided By Financing Activities	214,545		94,054
			–
Decrease in Cash	(34	)	(88,312	)
Cash - Beginning of Period	182		88,312
Cash - End of Period	148		–
Non-Cash Financing Activities
Common shares issued to settle debt	125,000		–
Common shares issued for mineral property acquisition costs	–		375,000
Supplemental Disclosures
Interest paid	–		–
Income taxes paid	–		–

Gemini Explorations, Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in U.S. dollars)

(The accompanying notes are an integral part of these financial statements)

1.	Nature of Operations and Continuance of Business

	Gemini Explorations, Inc. (the “Company”) was incorporated in the State of Nevada on January 26, 2006. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7, “Accounting and Reporting by Development Stage Enterprises”. The Company’s principal business is the acquisition and exploration of mineral properties. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

	These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at July 31, 2009, the Company has a working capital deficit of $1,238,290, has never generated any revenues and has accumulated losses of $4,554,522 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.	Summary of Significant Accounting Policies

	a)	Basis of Presentation

		These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is April 30.

	b)	Interim Financial Statements

		These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

	c)	Use of Estimates

		The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to the recoverability of long-lived assets, the fair value of derivative liabilities, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

	d)	Earnings (Loss) Per Share

		The Company computes earnings (loss) per share in accordance with SFAS No. 128, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options and warrants or the conversion of convertible debt. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Shares underlying these securities totalled 3,437,500 as at July 31, 2009 (Nil-July 31, 2008).

F-34

Gemini Explorations, Inc. (An Exploration Stage Company) Notes to the Financial Statements (Expressed in U.S. dollars) ~~(Unaudited)~~

1.	Nature of Operations and Continuance of Business
2.	Summary of Significant Accounting Policies (continued)
	Gemini Explorations Inc. (the “Company”) was incorporated in the State of Nevada on January 26, 2006. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7, “Accounting and Reporting by Development Stage Enterprises”. The Company’s principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.
	e)	Comprehensive Loss
	These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at January 31, 2009, the Company has a working capital deficit of $1,001,350, has never generated any revenues and has accumulated losses of $3,553,305 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
		SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at July 31, 2009 and 2008, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
2.	Summary of Significant Accounting Policies
	f)	Cash and Cash Equivalents
	a)	Basis of Presentation
		The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
		These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is April 30.
	g)	Mineral Property Costs
	b)	Interim Financial Statements
		The Company has been in the exploration stage since its inception on January 26, 2006 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”. The Company assesses the carrying costs for impairment under SFAS No. 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
		These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
	h)	Property and Equipment
	c)	Use of Estimates
		Property and equipment consists of office furniture and equipment, which are recorded at cost and depreciated over their estimated useful life of three years on a straight-line basis.
		The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to the recoverability of long-lived assets, the fair value of derivative liabilities, stock-based compensation, donated expenses, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
	i)	Website Development Costs
	d)	Earnings (Loss) Per Share
		The Company recognizes the costs associated with developing a website in accordance with the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) No. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. The Company also follows the guidance pursuant to the Emerging Issues Task Force (EITF) No. 00-2, “Accounting for Website Development Costs” for website development costs incurred. The Company capitalizes website development costs that meet the capitalization criteria contained in SOP No. 98-1 unless recoverability of costs is not assured. To date the Company has charged all website development costs to operations.
		The Company computes earnings (loss) per share in accordance with SFAS No. 128, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options and warrants or the conversion of convertible debt. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Shares underlying these securities totalled 137,931,000 as at January 31, 2009 (Nil – January 31, 2008).
	j)	Long-lived Assets
		In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
	k)	Asset Retirement Obligations
		The Company accounts for asset retirement obligations in accordance with the provisions of SFAS No. 143 “Accounting for Asset Retirement Obligations”. SFAS No. 143 requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.

F-45

Gemini Explorations, Inc. (An Exploration Stage Company) Notes to the Financial Statements (Expressed in U.S. dollars) ~~(Unaudited)~~

2.	Summary of Significant Accounting Policies (continued)	~~Summary of Significant Accounting Policies (continued)~~
	e)	Comprehensive Loss
	l)	Financial Instruments and Fair Value Measurements
		SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at January 31, 2009, and 2008, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
		Effective May 1, 2008, the first day of the Company's fiscal year 2009, the Company adopted SFAS 157 "Fair Value Measurements" and SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities -- Including an Amendment of FASB Statement No. 115," for financial assets and liabilities. Adoption did not have a material effect on the Company's results of operations. FAS 159 provides companies the irrevocable option to measure many financial assets and liabilities at fair value with changes in fair value recognized in earnings. The Company has not elected to measure any financial assets or liabilities at fair value that were not previously required to be measured at fair value.
	f)	Cash and Cash Equivalents
		The Company's financial instruments consist principally of cash, accounts payable, loans payable, derivative liability and convertible debt.
		The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
		The Company’s operations are in Canada and the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
	g)	Mineral Property Costs
	m)	Foreign Currency Translation
		The Company has been in the exploration stage since its inception on January 26, 2006 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”. The Company assesses the carrying costs for impairment under SFAS No. 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
		The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in a foreign currency and management has adopted SFAS No. 52, “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
	h)	Property and Equipment
	n)	Recent Accounting Pronouncements
		Property and equipment consists of office furniture and equipment, which are recorded at cost and depreciated over their estimated useful life of three years on a straight-line basis.
		In June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The adoption of this statement did not have a material effect on the Company’s financial statements.
	i)	Long-lived Assets
		In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission “SEC” under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 30, 2009. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
		In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
		In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”. The objective of this statement is to improve financial reporting by enterprises involved with variable interest entities. This statement addresses (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS No. 166, “Accounting for Transfers of Financial Assets”, and (2) concern about the application of certain key provisions of FASB Interpretation No. 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
	j)	Asset Retirement Obligations
		The Company accounts for asset retirement obligations in accordance with the provisions of SFAS No. 143 “Accounting for Asset Retirement Obligations”. SFAS No. 143 requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.
	k)	Financial Instruments
		The fair values of financial instruments, which include cash, accounts payable, loans payable, convertible debt and derivative liability, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company’s operations are in Canada and Colombia which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

F-56

Gemini Explorations, Inc. (An Exploration Stage Company) Notes to the Financial Statements (Expressed in U.S. dollars) ~~(Unaudited)~~

2.	Summary of Significant Accounting Policies (continued)	~~Summary of Significant Accounting Policies (continued)~~
	l)	Income Taxes
	n)	Recent Accounting Pronouncements (continued)
		The Company accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
		In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB No. 140”. The object of this statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. This statement addresses (1) practices that have developed since the issuance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”, that are not consistent with the original intent and key requirements of that statement and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. SFAS No. 166 must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This statement must be applied to transfers occurring on or after the effective date. Additionally, on and after the effective date, the concept of a qualifying special-purpose entity is no longer relevant for accounting purposes. The disclosure provisions of this statement should be applied to transfers that occurred both before and after the effective date of this statement. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
	m)	Foreign Currency Translation
		In May 2009, FASB issued SFAS No. 165, “Subsequent Events”. SFAS 165 establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of SFAS 165 did not have a material effect on the Company’s financial statements.
		The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in a foreign currency and management has adopted SFAS No. 52, “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
		In April 2009 the FASB issued FSP No. 141R-1 “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies”, or FSP 141R-1. FSP 141R-1 amends the provisions in Statement 141R for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations. The FSP eliminates the distinction between contractual and non-contractual contingencies, including the initial recognition and measurement criteria in Statement 141R and instead carries forward most of the provisions in SFAS 141 for acquired contingencies. FSP 141R-1 is effective for contingent assets and contingent liabilities acquired in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We expect FSP 141R-1 will have an impact on our financial statements, but the nature and magnitude of the specific effects will depend upon the nature, term and size of the acquired contingencies. The effect of adopting FSP 141R- 1 will depend upon the nature, terms and size of any acquired contingencies consummated after the effective date of January 1, 2009.
	n)	Recent Accounting Pronouncements
		In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS No. 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
		In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of non-governmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
		In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
		In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. This statement replaces SFAS No. 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS No. 141 (revised 2007) requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS No. 141 (revised 2007) also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

~~F-6~~3. Property and Equipment

Gemini Explorations, Inc. (An Exploration Stage Company) Notes to the Financial Statements (Expressed in U.S. dollars) (Unaudited)

			July 31,	April 30,
			2009	2009
		Accumulated	Net Carrying	Net Carrying
	Cost	Depreciation	Value	Value
	$	$	$	$

Office furniture and equipment	1,059	824	235	323

2.		Summary of Significant Accounting Policies (continued)
4.	Loans Payable
	n)	Recent Accounting Pronouncements (continued)
	a)	As at July 31, 2009, the Company owes $100,000 (2008 - $100,000) to a third party for advances and funds advanced to the vendor of the mineral properties acquired by the Company (as described in Note 6) on behalf of the Company. The Company has received a subscription agreement in which the Company could issue 200,000 units at $0.50 per unit in exchange for $100,000 of the amount owing. Each unit would consist of one share of common stock and one share purchase warrant exercisable at $0.75 per share for a period of two years. As at July 31, 2009, the Company owes an additional $184,000 (July 31, 2008 - $284,000) to the same third party. The amount due is non-interest bearing, unsecured and due on demand.
		In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
		In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement did not have a material effect on the Company's financial statements.
		In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company's future financial statements.

~~3. Property and Equipment~~F-7

			January 31,	April 30,
			2009	2008
		Accumulated	Net Carrying	Net Carrying
	Cost	Depreciation	Value	Value
	$	$	$	$
Office furniture and equipment	1,059	647	412	676

Gemini Explorations, Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in U.S. dollars)

4.	Loans Payable
4	Loans Payable (continued)
	a)	As at January 31, 2009, the Company owes $100,000 (April 30, 2008 - $100,000) to a third party for advances and funds advanced to the vendor of the mineral properties acquired by the Company (as described in Note 6) on behalf of the Company. The Company has received a subscription agreement in which the Company could issue 200,000 units at $0.50 per unit in exchange for $100,000 of the amount owing. Each unit would consist of one share of common stock and one share purchase warrant exercisable at $0.75 per share for a period of two years. As at January 31, 2009, the Company owes an additional $284,000 (April 30, 2008 - $373,787) to the same third party. The amount due is non- interest bearing, unsecured and due on demand. On February 6, 2009, the third party assigned $100,000 to another third party. On February 10, 2009, the Company entered into a letter agreement wherein the Company has agreed to convert the debts into equity by the issuance of 200,000,000 shares of common stock at a deemed price of $0.0005 per share. Refer to Note 10.
	b)	As at July 31, 2009, the Company owes $27,843 (Cdn$30,000) (April 30, 2009 - $25,146) to a third party which is non- interest bearing, unsecured and due on demand.
	b)	As at January 31, 2009, the Company owes $24,387 (Cdn$30,000) to a third party which is non-interest bearing, unsecured and due on demand.
	c)	As at July 31, 2009, the Company owes $79,945 (April 30, 2009 - $79,945) to a third party which is non-interest bearing, unsecured and due on demand.
	c)	As at January 31, 2009, the Company owes $79,945 to a third party which is non-interest bearing, unsecured and due on demand.
5.	Related Party Transactions and Balances
	During the three month period ending July 31, 2009, the Company paid $40,143 (2008 - $nil) of management fees to the President of the Company.
6.	Mineral Properties
	a)	On February 9, 2007, the Company acquired a 100% interest, subject to a 2% net smelter return, in a mineral property located in Los Andes, Sotomayor, Narino, for consideration of $150,000 (paid) and 25,000 split-adjusted shares of common stock of the Company.
	b)	On August 23, 2007, the Company entered into a mining acquisition agreement to acquire a producing gold property in the El Bagre-Zargoza mining district, Colombia. Pursuant to the mining acquisition agreement, the Company can acquire an 80% interest for consideration of $100,000 and the issuance of 12,500 split-adjusted shares of the Company’s common stock. The cash portion is to be paid in three separate payments of which $10,000 will be paid on or before September 2, 2007 (paid), $40,000 by October 22, 2007 (paid) and the balance of $50,000 by November 21, 2007. On December 5, 2007, the Company issued the 12,500 split-adjusted shares of common stock with a fair value of $375,000. On April 16, 2008, the Company issued 7,000 split-adjusted shares of common stock in lieu of the $50,000 option payment. The Company has the right of refusal to acquire the remaining 20% interest in the mine within 18 months of the effective date. The property is subject to a 2% net smelter return royalty.
7.	Convertible Debentures
	a)	On August 1, 2008, the Company issued a $100,000 convertible note which bears interest at 8% per annum and matures on November 1, 2008. The Company did not repay the note on November 1, 2008, and the note is currently in default. The note is convertible at any time, at the option of the holder into shares of common stock of the Company at a conversion rate of 75% of the average of the three lowest closing bid prices of the Company’s common stock for the five trading days immediately prior to the date a conversion notice is received by the Company.
		In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, the Company determined that the conversion feature of the note met the criteria of an embedded derivative and therefore the conversion feature of the debt needed to be bifurcated and accounted for as a derivative. The debt does not meet the definition of “conventional convertible debt” because the number of shares which may be issued upon the conversion of the debt is not fixed. Therefore, the conversion feature, pursuant to EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”, was accounted for as a derivative liability. The Company calculated the fair value of the conversion feature and recognized a discount of $49,423, being the difference between the face value and the fair value of the conversion feature.
		Pursuant to EITF 00-19 the Company will adjust the carrying value of the conversion feature to its fair value at each reporting date. During the three month period ended July 31, 2009, the Company recognized a loss on the change in the fair value of the conversion feature of $21,722 increasing the carrying value of the derivative liability to $71,823.
		As at July 31, 2009, the carrying value of the note is $100,000.

F-78

Gemini Explorations, Inc. (An Exploration Stage Company) Notes to the Financial Statements (Expressed in U.S. dollars) ~~(Unaudited)~~

5.	Related Party Transactions
7.	Convertible Debentures (continued)
	During the nine month period ended January 31, 2009, the Company paid $65,197 of management fees to the President of the Company.
6.	Mineral Properties
	a)	On February 9, 2007, the Company acquired a 100% interest, subject to a 2% net smelter return, in a mineral property located in Los Andes, Sotomayor, Narino, for consideration of $150,000 (paid) and 5,000,000 shares of common stock of the Company. As at April 30, 2007, the Company had recorded $1,150,000 as common stock subscribed and recognized an impairment loss of $1,300,000, as it has not yet been determined whether there are proven or probable reserves on the property. On December 5, 2007, the Company issued 2,500,000 shares of common stock, and on February 11, 2008, the Company issued the remaining 2,500,000 shares issuable pursuant to the mineral property.
	b)	On August 23, 2007, the Company entered into a mining acquisition agreement to acquire a producing gold property in the El Bagre-Zargoza mining district, Colombia. Pursuant to the mining acquisition agreement, the Company can acquire an 80% interest for consideration of $100,000 and the issuance of 2,500,000 shares of the Company’s common stock. The cash portion is to be paid in three separate payments of which $10,000 will be paid on or before September 2, 2007 (paid), $40,000 by October 22, 2007 (paid) and the balance of $50,000 by November 21, 2007. On April 16, 2008, the Company issued 1,400,000 shares of common stock in lieu of the $50,000 option payment. The Company has the right of refusal to acquire the remaining 20% interest in the mine within 18 months of the effective date. The property is subject to a 2% net smelter return royalty. As at April 30, 2008, the Company recognized an impairment loss of $475,000, as it has not yet been determined whether there are proven or probable reserves on the property. On December 5, 2007, the Company issued the 2,500,000 shares of common stock with a fair value of $375,000.
7.	Convertible Debentures
	a)	On August 1, 2008, the Company issued a $100,000 convertible note which bears interest at 8% per annum and matures on November 1, 2008. The Company did not repay the note on November 1, 2008, and the note is currently in default. The note is convertible at any time, at the option of the holder into shares of common stock of the Company at a conversion rate of 75% of the average of the three lowest closing bid prices of the Company’s common stock for the five trading days immediately prior to the date a conversion notice is received by the Company.
		In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, the Company determined that the conversion feature of the note met the criteria of an embedded derivative and therefore the conversion feature of the debt needed to be bifurcated and accounted for as a derivative. The debt does not meet the definition of “conventional convertible debt” because the number of shares which may be issued upon the conversion of the debt is not fixed. Therefore, the conversion feature, pursuant to EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”, was accounted for as a derivative liability. The Company calculated the fair value of the conversion feature and recognized a discount of $49,423, being the difference between the face value and the fair value of the conversion feature.
		Pursuant to EITF 00-19 the Company will adjust the carrying value of the conversion feature to its fair value at each reporting date. During the period ended January 31, 2009, the Company recognized a loss on the change in the fair value of the conversion feature of $16,097 increasing the carrying value of the derivative liability to $65,520.
		For the period ended January 31, 2009, the Company accreted interest expense of $49,423 increasing the carrying value of the note to $100,000.
	b)	On August 13, 2008, the Company issued a convertible note pursuant to which the Company could receive advances of up to $500,000 until December 31, 2008. Upon advance of funds the note bears interest at 8% per annum and matures 90 days after the advance of funds. The total amount of advances received pursuant to the note are convertible at any time, at the option of the holder into shares of common stock of the Company at a conversion rate of 75% of the average of the three lowest closing bid prices of the Company’s common stock for the five trading days immediately prior to the date a conversion notice is received by the Company.
		Pursuant to the note the Company received advances of $50,000 each on September 24, 2008, and October 14, 2008 and $25,000 each on March 26, 2009, March 30, 2009, April 17, 2009, May 6, 2009, June 8, 2009 and July 17, 2009. In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, the Company determined that the conversion feature of the note met the criteria of an embedded derivative and therefore the conversion feature of the debt needed to be bifurcated and accounted for as a derivative. The debt does not meet the definition of “conventional convertible debt” because the number of shares which may be issued upon the conversion of the debt is not fixed. Therefore, the conversion feature, pursuant to EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”, was accounted for as a derivative liability. The Company calculated the fair value of the conversion feature and recognized a discount of $204,700, being the difference between the face value and the fair value of the conversion feature.
		Pursuant to EITF 00-19 the Company will adjust the carrying value of the conversion feature to its fair value at each reporting date. During the three month period ended July 31, 2009, the Company recognized a loss on the change in the fair value of the conversion feature of $18,037 increasing the carrying value of the derivative liability to $206,620.
		For the period ended July 31, 2009, the Company accreted interest expense of $88,139 increasing the carrying value of the note to $219,204.
	c)	At July 31, 2009, accrued convertible interest of $17,337 has been recorded on the convertible debentures.
8.	Commitments and Contingency
	a)	On August 7, 2008, a legal action was filed against the Company for $250,000 in principal plus interest for amounts owing pursuant to mineral exploration services provided to the Company. The Company does not dispute the amount owing and has recorded the appropriate amount owing in accounts payable. The Company has been unable to pay the amount owed due to lack of funds. During the year ended April 30, 2009, the Company settled $175,000 of the debt by issuing 2,937,500 split-adjusted shares of common stock and recorded a loss on the settlement of debt of $1,206,050. During the three month period ended July 31, 2009, the Company settled $8,000 of the debt by issuing 200,000 split- adjusted shares of common stock and recorded a loss on the settlement of debt of $20,000. Refer to Note 9(a).
	b)	On October 1, 2008, the Company entered into an agreement with a financial advisor who will provide financial advisory services for six months. In consideration of the services rendered, the Company shall pay to the financial advisor $3,000 per month. In addition, the Company must also issue 1,250 split-adjusted shares to the financial advisor. As at July 31, 2009, the Company has included the fair value of the 1,250 split-adjusted shares to be issued of $1,500 in accrued liabilities. Any payments over 45 days will be subject to a penalty fee of 40% of the total outstanding amount per week, and are to be paid via share issuance until the outstanding amount if paid in full. At July 31, 2009, the Company has included a fair value of $90,000 in accrued liabilities for penalty fees on outstanding amounts due to the financial advisor.
9.	Common Stock
	a)	On May 11, 2009, Company issued 200,000 split-adjusted shares to settle $8,000 of accounts payable. Refer to Note 8(a).
	b)	On June 18, 2009, the Company effected a 200:1 share consolidation of the authorized, issued and outstanding common stock. The authorized share capital was decreased from 900,000,000 shares of common stock to 4,500,000 shares of common stock with no change in par value. All share amounts have been retroactively adjusted for all periods presented.

F-89

Gemini Explorations, Inc. (An Exploration Stage Company) Notes to the Financial Statements (Expressed in U.S. dollars) ~~(Unaudited)~~

7. Convertible Debentures (continued)

10.	Fair Value Measurements

	SFAS No. 157 “Fair Value Measurements” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS No. 157 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. SFAS No. 157 prioritizes the inputs into three levels that may be used to measure fair value:

		Level 1

		Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

		Level 2

		Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

		Level 3

		Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

	Pursuant to SFAS No. 157, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets.

	Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as of July 31, 2009 as follows:

Pursuant to the note the Company received advances of $50,000 each on September 24, 2008, and October 14, 2008. In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, the Company determined that the conversion feature of the note met the criteria of an embedded derivative and therefore the conversion feature of the debt needed to be bifurcated and accounted for as a derivative. The debt does not meet the definition of “conventional convertible debt” because the number of shares which may be issued upon the conversion of the debt is not fixed. Therefore, the conversion feature, pursuant to EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”, was accounted for as a derivative liability. The Company calculated the fair value of the conversion feature and recognized a discount of $65,234, being the difference between the face value and the fair value of the conversion feature.

Fair Value Measurements Using

Pursuant to EITF 00-19 the Company will adjust the carrying value of the conversion feature to its fair value at each reporting date. During the period ended January 31, 2009, the Company recognized a loss on the change in the fair value of the conversion feature of $286 increasing the carrying value of the derivative liability to $65,520.

Quoted Prices in

Significant

For the period ended January 31, 2009, the Company accreted interest expense of $65,234 increasing the carrying value of the note to $100,000.

Active Markets

Other

Significant

At January 31, 2009, accrued interest of $8,000 has been recorded on the convertible debentures.

For Identical

Observable

Unobservable

Instruments

Inputs

Balance as of

(Level 1)

(Level 2)

(Level 3)

July 31, 2009

Assets:

Cash

4,387

–

4,387

Liabilities:

Convertible debt

–

336,541

–

336,541

Derivative liability

–

278,443

–

278,443

Total liabilities measured at fair value

–

614,984

–

614,984

8.	Commitments and Contingency
	We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
	a)	On April 4, 2008, the Company entered into an agreement with a financial advisor who will provide financial advisory services for six months for consideration of $3,000 in advance, $4,500 upon an equity or debt funding, strategic relationship and acquisition, merger or sale transaction (collectively the “Transaction”) and $7,500 per month with $3,000 payable monthly and $4,500 payable upon completion of the Transaction. In addition, the Company must pay 10% cash of the total value of any Transaction as well as warrants equal to 10% of the value of the Transaction at the same per share price of the Transaction exercisable for five years. The agreement was terminated by mutual agreement in August 2008.
11.	Subsequent Event
	b)	On August 7, 2008, a legal action was filed against the Company for $250,000 in principal plus interest for amounts owing pursuant to mineral exploration services provided to the Company. The Company does not dispute the amount owing and has recorded the appropriate amount owing in accounts payable. The Company has been unable to pay the amount owed due to lack of funds. During the nine month period ended January 31, 2009, the Company settled $125,000 of the debt by issuing 87,500,000 shares of common stock and recorded a loss on the conversion of debt of $876,050.
	In accordance with SFAS 165, we have evaluated subsequent events through September 21, 2009, the date of issuance of the unaudited financial statements. During this period we did not have any material recognizable subsequent events.
	c)	On October 1, 2008, the Company entered into an agreement with a financial advisor who will provide financial advisory services for six months. In consideration of the services rendered, the Company shall pay to the financial advisor $3,000 per month. In addition, the Company must also issue 250,000 shares to the financial advisor. As at January 31, 2009, the Company has included the fair value of the 250,000 shares to be issued of $1,500 in common stock subscribed. Refer to Note 9(f). Any payments over 45 days will be subject to a penalty fee of 40% of the total outstanding amount per week, and are to be paid via share issuance until the outstanding amount if paid in full. At January 31, 2009, the Company has included a fair value of $2,400 in common stock subscribed for penalty fee on outstanding amount due to the financial advisor.
9.	Common Stock
	a)	On August 7, 2008, the Company issued 10,500,000 shares to settle $45,000 of accounts payable. The Company recorded a loss on settlement of debt of $333,000.
	b)	On August 20, 2008, the Company issued 13,500,000 shares to settle $30,000 of accounts payable. The Company recorded a loss on settlement of debt of $253,500.
	c)	On September 17, 2008, the Company issued 20,000,000 shares to settle $20,000 of accounts payable. The Company recorded a loss on settlement of debt of $104,000.
	d)	On October 2, 2008, the Company issued 19,500,000 shares to settle $15,000 of accounts payable. The Company recorded a loss on settlement of debt of $111,750.
	e)	On October 16, 2008, the Company issued 24,000,000 shares to settle $15,000 of accounts payable. The Company recorded a loss on settlement of debt of $73,800.

F-910

~~Gemini~~Item ~~Explorations, Inc~~2. ~~(An~~Management’s ~~Exploration~~Discussion ~~Stage~~and ~~Company)~~Analysis ~~Notes~~of ~~to the~~ Financial ~~Statements~~Condition ~~(Expressed~~and inResults ~~U.S.~~of ~~dollars) (Unaudited)~~Operations

9.	Common Stock (continued)
	f)	As at January 31, 2009, the Company has included the fair value of the 250,000 shares to be issued pursuant to the agreement described in note 8(c) of $1,500 in common stock subscribed.
	g)	As at January 31, 2009, the Company has included a fair value of $2,400 pursuant to the agreement described in note 8(c) in common stock subscribed for penalty fee on outstanding amount.
10.	Subsequent Event
	In March 2007, the Company entered into a Note with a third party in the amount of $250,000 (the “Note”). On February 6, 2009, the third party assigned $100,000 to another third party. On February 10, 2009, the Company entered into a letter agreement wherein the Company has agreed to convert the debts into equity by the issuance of 200,000,000 shares of common stock at a deemed price of $0.0005 per share. Refer to Note 4(a).

Forward-Looking Statements

FThis quarterly report contains forward-10looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

~~Item~~Our 2unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. ~~Management’s~~The ~~Discussion~~following discussion should be read in conjunction with our financial statements and ~~Analysis~~the ofrelated ~~Financial~~notes ~~Condition~~that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and ~~Results~~beliefs. ofOur actual ~~Operations~~results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".

~~Forward-Looking~~In ~~Statements~~this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.

~~This~~As ~~quarterly~~used ~~report~~in ~~contains~~this ~~forward-looking~~quarterly ~~statements. These statements relate to future events or our future financial performance. In some cases~~report, ~~you~~the ~~can~~terms ~~identify forward-looking statements by terminology such as~~ "~~may~~we", "~~should~~us", "~~expects~~our"~~, "plans", "anticipates", "believes", "estimates",~~ ~~"predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions~~ and ~~involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled~~ "~~Risk Factors~~Gemini", ~~that~~mean ~~may~~Gemini ~~cause our or our industry's actual results~~Explorations, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statementsInc. ~~Although we believe that the expectations reflected in the forward-looking statements are reasonable~~, weunless ~~cannot~~otherwise ~~guarantee future results, levels of activity, performance or achievements~~indicated. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

~~Our~~Corporate unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".History

InOur ~~this~~company ~~quarterly~~was ~~report~~incorporated in the State of Nevada on January 26, ~~unless~~2006. ~~otherwise~~On ~~specified~~January 18, ~~all dollar~~2007 ~~amounts~~we ~~are~~effected ~~expressed~~a innine ~~United~~(9) ~~States~~for ~~dollars.~~one ~~All~~(1) ~~references~~stock tosplit ~~"CDN$"~~of ~~refer~~our tocommon ~~Canadian~~stock. ~~dollars~~As ~~and~~a ~~all~~result ~~references~~our toauthorized ~~"common~~capital ~~shares"~~increased ~~refer~~ to ~~the~~450,000,000 shares of common ~~shares~~stock inwith ~~our~~a ~~capital~~par ~~stock~~value of $0.001.

AsOur ~~used~~common inshares ~~this~~were ~~quarterly~~quoted ~~report,~~for ~~the~~trading ~~terms~~on ~~"we",~~the ~~"us",~~OTCBB ~~"our"~~under ~~and~~the symbol "~~Gemini~~GMNX". ~~mean~~On ~~Gemini~~January ~~Explorations~~29, ~~Inc.,~~2007 ~~unless~~our ~~otherwise~~symbol ~~indicated~~changed to “GMXP”.

~~Corporate~~On ~~History~~July 10, 2007, we effected a two (2) for one (1) stock split of our common stock. As a result our authorized capital increased to 900,000,000 shares of common stock with a par value of $0.001. On July 11, 2007 our symbol changed to “GXPI”.

~~Our~~In ~~company~~May ~~was~~2006, ~~incorporated~~Mr. inSalameh, ~~the~~our ~~State~~former ofpresident ~~Nevada~~and ona ~~January~~former ~~26,~~member ~~2006.~~of Onour ~~January~~board ~~18,~~of ~~2007~~directors weacquired ~~effected~~one amineral ~~nine~~property ~~(9)~~containing ~~for~~16 contiguous ~~one~~cells ~~(1)~~in ~~stock~~British ~~split~~Columbia, Canada by arranging the staking of the ~~our~~same ~~common~~through ~~stock~~James W. AsMcLeod, a ~~result~~non ~~our~~affiliated ~~authorized~~third ~~capital~~party ~~increased~~for to$3,500. ~~450~~Mr. McLeod is a self employed contract staker and field worker residing in Surrey,~~000,000~~ ~~shares~~British ofColumbia. ~~common~~We ~~stock~~have ~~with~~not apaid ~~par~~and ~~value~~do not intend to reimburse Mr. Salameh for the cost of $0acquiring the claim.~~001.~~

~~Our~~Canadian ~~common~~jurisdictions ~~shares~~allow ~~were~~a ~~quoted~~mineral explorer to claim a portion of available Crown lands as its exclusive area for ~~trading~~exploration onby depositing ~~the~~posts ~~OTCBB~~or ~~under~~other visible markers to indicate a claimed area. The process of posting the ~~symbol~~area ~~"GMNX"~~is known as staking. OnThe ~~January~~claim 29is recorded in the name of Mr. Salameh, ~~2007~~a former officer and director of our ~~symbol~~company ~~changed~~and the claim was recently transferred to ~~“GMXP”~~Michael Hill, one of our current officers and directors. No money will be

On July 10, 2007, we effected a two (2) for one (1) stock split of our common stock. As a result our authorized capital increased to 900,000,000 shares of common stock with a par value of $0.001. On July 11, 2007 our symbol changed to “GXPI”.4

Inpaid ~~May~~to ~~2006,~~ Mr. ~~Salameh,~~Hill ~~our~~to ~~former~~transfer ~~president~~the ~~and a former member of our board of directors acquired one mineral~~ property ~~containing~~to ~~16 contiguous cells in British Columbia, Canada by arranging the staking of the same through James W~~us. ~~McLeod, a non affiliated third party for $3,500.~~ Mr. Hill ~~McLeod~~executed is a ~~self~~declaration ~~employed~~of ~~contract~~trust ~~staker~~wherein ~~and~~he ~~field~~agreed ~~worker~~to ~~residing~~hold inthe ~~Surrey, British~~property ~~Columbia.~~for ~~We have not paid~~ us and dowould ~~not~~deliver ~~intend~~title toupon ~~reimburse~~our Mrdemand. ~~Salameh for the cost of acquiring the claim.~~

~~Canadian~~To ~~jurisdictions~~date ~~allow~~we ahave ~~mineral~~not ~~explorer~~performed toany ~~claim~~work ~~a portion~~on ofthe ~~available~~property ~~Crown~~and ~~lands as its exclusive area for exploration by~~have ~~depositing~~since ~~posts~~let ~~or other visible markers to indicate a claimed area. The process of posting~~ the ~~area~~mineral ~~is known as staking. The~~ claim ~~is recorded in the name of Mr~~lapse. ~~Salameh, a former officer and director of our company and the claim was recently transferred to Michael Hill, one of our current officers and directors. No money will be~~

On February 9, 2007, we entered into a mining acquisition agreement with Minera Primecap S.A. whereby we acquired a 100% undivided interest in and to exploitation license number 17486 located in the municipality of Los Andes, Sotomayor, Nariño, Columbia. In consideration for the interest, we agreed to pay to Minera Primecap S.A. $150,000, which has been paid, and to issue 5,000,000 post-split shares of common stock of our company, of which 2,500,000 shares were issued on December 4, 2007 and 2,500,000 shares were issued on February 11, 2008. Our company will be the operator of the property.

~~paid~~On toFebruary ~~Mr.~~28, ~~Hill~~2007, towe ~~transfer~~entered ~~the~~into ~~property~~a toservices ~~us.~~agreement ~~Mr. Hill~~with ~~executed~~Minera aPrimecup ~~declaration~~Geological ofServices, ~~trust~~S.A. ~~wherein~~whereby heMinera ~~agreed~~was to ~~hold~~provide geological ~~the~~exploration ~~property~~services for ~~us and~~the ~~would~~sum ~~deliver~~of ~~title upon our demand~~$250,000.

ToOn ~~date~~August 23, 2007, we ~~have~~entered ~~not~~into ~~performed~~a ~~any~~mining ~~work~~acquisition agreement onwith James Sikora to acquire the Los Chorros Gold Mine, a producing gold property in the El Bagre-Zargoza mining district, department of Antioquia, Colombia. Pursuant to the mining acquisition agreement, we acquired an 80% majority controlling interest in the Los Chorros mine for the sum of $100,000, which has been paid, and the issuance of 2,500,000 shares of our company, which shares were issued on December 4, 2007. We have the right of refusal to acquire ~~since~~the ~~let~~remaining 20% interest in the ~~mineral~~Los ~~claim~~Chorros ~~lapse~~mine within 18 months of the effective date.

On ~~February~~August 96, ~~2007~~2008, ~~we entered into a mining acquisition agreement with~~ Minera Primecap Geological Services, S.A. entered ~~whereby~~into wean ~~acquired~~assignment aof ~~100%~~debt ~~undivided interest~~with inTuxedo ~~and~~Holdings toLtd., ~~exploitation~~wherein ~~license~~Minera ~~number~~has assigned ~~17486~~their ~~located~~interest in the ~~municipality of~~services ~~Los~~agreement ~~Andes,~~dated ~~Sotomayor,~~February ~~Nariño~~28, ~~Columbia. In consideration for the interest, we~~2007 ~~agreed~~between toour ~~pay~~company toand Minera Primecap Geological Services, S.A. ~~$150,000,~~We ~~which~~are ~~has~~now indebted ~~been paid, and~~ to ~~issue~~ ~~5,000,000~~Tuxedo ~~post-split~~under ~~shares~~the assignment of ~~common~~debt ~~stock~~in ofthe ~~our~~amount ~~company,~~ of ~~which 2~~$250,~~500,~~000 ~~shares were issued on December 4, 2007 and 2,500,000 shares were issued on February 11, 2008~~. ~~Our company will be the operator of the property.~~

OnEffective ~~February~~August 281, ~~2007~~2008, we ~~entered~~issued ~~into~~ a ~~services~~$100,000 ~~agreement~~8% ~~with~~convertible ~~Minera~~debenture ~~Primecup~~to ~~Geological~~Galleon ~~Services,~~Investments SLtd.A. ~~whereby~~All ~~Minera~~or ~~was~~any toportion ~~provide~~of the amounts due ~~geological~~under ~~exploration~~the ~~services~~convertible ~~for~~debenture, which matures on November 1, 2008, may be converted at any time, at the ~~sum~~option of ~~$250~~the holder,~~000.~~ into common shares of our company at a conversion price of seventy five percent (75%) of the average of the three lowest closing bid prices of our common stock for the five trading days immediately prior to the date that we receive notice of conversion of the convertible debenture.

On August 2313, ~~2007~~2008, we ~~entered~~issued ~~into~~ a ~~mining~~convertible ~~acquisition~~note pursuant to ~~agreement~~which ~~with~~we ~~James~~could ~~Sikora~~receive toadvances ~~acquire~~of ~~the~~up ~~Los~~to ~~Chorros~~$500,000 ~~Gold~~until ~~Mine~~December 31, a2008. ~~producing~~Upon ~~gold~~advance ~~property~~of infunds the Elnote ~~Bagre-Zargoza~~bears ~~mining~~interest ~~district,~~at ~~department~~8% ofper ~~Antioquia, Colombia.~~annum ~~Pursuant~~and tomatures ~~the~~90 ~~mining~~days after ~~acquisition~~the ~~agreement,~~advance weof ~~acquired~~funds. anThe ~~80% majority~~total ~~controlling~~amount ~~interest~~of inadvances ~~the~~received ~~Los~~pursuant ~~Chorros mine for~~ to the ~~sum~~note ofare ~~$100,000, which~~convertible ~~has~~at ~~been~~any ~~paid~~time, ~~and~~at the ~~issuance~~option of ~~2,500,000~~the holder into shares of common stock of our company, ~~which shares~~at ~~were~~a ~~issued~~conversion onrate ~~December~~of 4,75% ~~2007.~~of Wethe ~~have~~average of the three ~~right~~lowest closing bid prices of ~~refusal~~our tocommon ~~acquire~~ stock for the ~~remaining~~five ~~20%~~trading ~~interest~~days immediately inprior to the ~~Los~~date ~~Chorros~~a ~~mine~~conversion ~~within~~notice 18is ~~months~~received ofby the ~~effective~~ ~~date~~Company.

OnPursuant ~~August~~to 6,the ~~2008,~~note ~~Minera~~we ~~Primecap~~received ~~Geological~~advances ~~Services, S.A. entered into an assignment~~ of ~~debt with Tuxedo Holdings Ltd.~~$50,000 ~~wherein~~each ~~Minera has~~on ~~assigned~~September ~~their~~24, ~~interest in the services agreement dated February 28~~2008, ~~2007 between our company~~ and ~~Minera~~October ~~Primecap Geological Services~~14, S2008.~~A. We are now indebted to Tuxedo under the assignment of debt in the amount of $250,000.~~

Effective ~~August~~February 110, ~~2008~~2009, we ~~issued~~entered into a ~~$100,000~~debt ~~8% convertible~~conversion ~~debenture~~agreement towith ~~Galleon~~FundTech ~~Investments~~Solutions, ~~Ltd.~~LLC, ~~All~~wherein orwe ~~any~~have ~~portion~~agreed ofto ~~the~~issue ~~amounts due~~to ~~under~~Fundtech ~~the~~and ~~convertible~~its ~~debenture~~assignees, ~~which~~up ~~matures~~to ~~on November 1~~200, ~~2008~~000,000 ~~may~~shares ~~be converted at any time, at the option~~ of ~~the~~our ~~holder, into~~ common ~~shares~~stock, ~~of our~~in ~~company~~connection atwith athe ~~conversion~~assignment ~~price~~ of ~~seventy~~debt ~~five~~in ~~percent~~the ~~(75%)~~amount of ~~the~~$100,000 ~~average~~issued ofto ~~the~~FundTech ~~three~~by ~~lowest~~Epsom ~~closing~~Investment ~~bid~~Services ~~prices~~N.V. ofEpsom ~~our~~has ~~common~~assigned ~~stock~~to ~~for~~FundTech ~~the five trading~~a ~~days~~portion ~~immediately~~of ~~prior~~a toconvertible ~~the~~note ~~date~~issued ~~that~~by weour ~~receive~~company ~~notice~~in ofMarch ~~conversion~~2007 ofin the amount ~~convertible~~of ~~debenture~~$250,000.

On ~~August~~February 1310, ~~2008~~2009, we ~~issued~~authorized athe ~~convertible~~issuance ~~note~~of ~~pursuant to~~an ~~which~~aggregate ~~we could receive advances~~ of ~~up to $500~~75,000 ~~until December 31~~,000 ~~2008.~~shares ~~Upon advance~~ of ~~funds~~our ~~the~~common ~~note~~stock ~~bears~~to ~~interest~~FundTech ~~at 8% per annum~~ and ~~matures~~its ~~90 days~~assignees ~~after~~pursuant to the ~~advance~~debt ofconversion ~~funds~~agreement. ~~The~~Subsequent ~~total~~to ~~amount~~our ofquarter ~~advances received pursuant to~~ended ~~the~~January ~~note~~31, ~~are convertible at any time~~2009, at the ~~option~~remaining of125,000,000 ~~the holder into~~ shares of ~~common~~ ~~stock of our company at a conversion rate of 75% of the average of the three lowest closing bid prices of our~~ common stock ~~for~~were ~~the five trading days~~issued ~~immediately prior~~ to ~~the~~FundTech ~~date~~and aits ~~conversion notice is received by the Company~~assignees.

~~Pursuant~~Effective toJune ~~the~~18, ~~note~~2009, we ~~received~~effected ~~advances~~a two-hundred (200) for one (1) share consolidation of ~~$50,000~~our ~~each~~issued ~~on September~~and ~~24,~~outstanding ~~2008~~common stock. As a result, ~~and~~our ~~October~~authorized 14capital decreased from 900,000,000 ~~2008.~~shares of common stock

Effective February 10, 2009, we entered into a debt conversion agreement with FundTech Solutions, LLC, wherein we have agreed to issue to Fundtech and its assignees, up to 200,000,000 shares of our common stock, in connection with the assignment of debt in the amount of $100,000 issued to FundTech by Epsom Investment Services N.V. Epsom has assigned to FundTech a portion of a convertible note issued by our company in March 2007 in the amount of $250,000.5

Onwith ~~February~~a ~~10,~~par ~~2009,~~value ~~we authorized the issuance~~ of ~~an aggregate~~$0.001 ofto 754,~~000~~500,000 shares of ~~our~~ common stock ~~to FundTech and its assignees~~ ~~pursuant~~with toa ~~the~~par ~~debt~~value ~~conversion~~of ~~agreement~~$0.001 ~~Subsequent~~and to our ~~quarter~~issued ~~ended January~~and ~~31,~~outstanding ~~2009,~~shares ~~the~~decreased ~~remaining 125~~from 896,~~000~~750,000 shares of common stock ~~were issued~~ to ~~FundTech~~4,483,750 ~~and~~shares ~~its~~of ~~assignees~~common stock.

5The consolidation become effective with the Over-the-Counter Bulletin Board at the opening for trading on June 23, 2009 under the new stock symbol “GMXS”. Our new CUSIP number is 368657 409.

~~Our~~Effective ~~Current~~June ~~Business~~30, 2009, our board of directors unanimously approved an amendment to Article II, Section 5 of our bylaws. Prior to the amendment, a quorum at a meeting of our stockholders was a majority of the shares of our common stock entitled to vote on a matter represented at the meeting in person or by proxy. The amendment decreases the quorum requirement to require stockholders holding at least five percent (5%) of the shares of our common stock entitled to vote on the matter represented at the meeting in person or by proxy. As at the date of this Quarterly Report, we have filed a definitive Schedule 14A, Proxy Statement, and we intend to hold a meeting of our stockholders on September 21, 2009, subject to compliance with all applicable securities laws.

WeOur ~~are~~Current an exploration stage corporation. We had the right to conduct exploration activities on one of our properties, but we have since let that mineral claim lapse. We intend to conduct exploration work on our La Planada project located in Colombia. Accordingly, there is no assurance that a commercially viable mineral deposit, a reserve, exists in the property; in fact, the likelihood that a commercially viable mineral deposit exists is remote. Business

OnWe ~~February~~are 9,an ~~2007,~~exploration westage ~~entered~~corporation. ~~into~~We ahad ~~mining~~the ~~acquisition~~right to ~~agreement~~conduct ~~with~~exploration ~~Mineral~~activities ~~Primecap~~on ~~S.A.~~one ~~whereby~~of weour ~~acquired~~properties, abut ~~100%~~we ~~undivided~~have since let ~~interest~~that inmineral ~~and~~claim lapse. We intend to ~~exploitation~~conduct ~~license~~exploration ~~number~~work ~~17486~~on our La Planada project located in Colombia. Accordingly, there is no assurance that a commercially viable mineral deposit, a reserve, exists in the ~~municipality~~property; in fact, ofthe ~~Los~~likelihood that a commercially viable mineral deposit exists is remote.

~~Andes,~~On ~~Sotomayor,~~February ~~Nariño~~9, ~~Colombia (the “La Planada” project). In consideration for the interest~~2007, we ~~agreed~~entered tointo ~~pay~~a tomining acquisition agreement with Mineral Primecap S.A. ~~$150,000,~~ ~~which~~whereby ~~has~~we ~~been~~acquired ~~paid~~a ~~and~~100% toundivided interest ~~issue~~in ~~5,000,000~~and ~~post-split~~to ~~shares~~exploitation oflicense ~~common stock~~number of17486 ~~our~~located ~~company,~~in ~~which~~the ~~shares~~municipality of ~~have~~Los ~~been issued.~~

~~During~~Andes, ~~the quarter ended January 31~~Sotomayor, ~~2008~~NariHo, ~~sampling~~Colombia ~~and trenching were conducted on~~ (the “La Planada” project). In Weconsideration ~~intend~~for tothe ~~conduct roadwork trenching~~interest, ~~sampling~~we ~~and~~agreed ~~identification~~to ofpay ~~drilling~~to ~~targets~~Mineral ~~for~~Primecap ~~gold on~~S.A. ~~our~~$150,000, Lawhich ~~Planada~~has ~~gold~~been ~~project.~~paid Inand ~~addition,~~to weissue ~~held~~5,000,000 ~~meetings~~post-split ~~with~~shares aof ~~TSX listed~~common ~~mineral~~stock ~~and~~of ~~exploration~~our company, towhich ~~discuss~~shares ~~joint~~have ~~venture~~been ~~development of La Planada~~issued.

OnDuring ~~August 23, 2007, we entered into a mining acquisition agreement with James Sikora to acquire~~ the ~~Los~~quarter ~~Chorros~~ended ~~Gold~~January ~~Mine~~31, ~~a producing gold property in the El Bagre-Zargoza mining district~~2008, ~~department~~sampling ~~of Antioquia,~~and ~~Colombia.~~trenching ~~Pursuant~~were toconducted ~~the~~on ~~mining acquisition agreement, we acquired an 80% majority controlling interest in~~ the ~~Los~~La ~~Chorros~~Planada ~~mine~~project. ~~for~~We ~~the~~intend ~~sum~~to ~~of $100,000,~~conduct ~~which~~roadwork ~~has been paid~~trenching, sampling and ~~the~~identification ~~issuance~~ of ~~2,500,000~~drilling ~~shares~~targets offor ~~our~~gold ~~company, which~~on ~~shares~~our ~~were~~La ~~issued~~Planada ongold ~~December 4, 2007~~project. WeIn ~~have~~addition, ~~the~~we ~~right~~held ofmeetings ~~refusal~~with toa ~~acquire~~TSX listed ~~the~~mineral ~~remaining~~and ~~20%~~exploration ~~interest~~company into ~~the~~discuss ~~Los~~joint ~~Chorros~~venture ~~mine~~development ~~within 18 months~~ of ~~the~~La ~~effective date~~Planada.

~~During~~On ~~the~~August ~~quarter~~23, ~~ended~~2007, ~~April~~we ~~30,~~entered ~~2008,~~into ~~sampling~~a ~~and~~mining ~~trenching~~acquisition ~~were~~agreement ~~conducted~~with onJames Sikora to acquire the LaLos ~~Tapata~~Chorros Gold Mine, a producing gold property ~~(previously~~in ~~named~~the ~~Los~~El ~~Chorros).~~Bagre-Zargoza Inmining district, department of Antioquia, ~~addition~~Colombia. Pursuant to the mining acquisition agreement, we ~~are~~acquired an 80% majority controlling interest in the ~~process~~Los ofChorros mine ~~upgrade~~for ~~designing~~the ~~and~~sum ~~expansion~~of $100,000, ~~planning.~~which ~~RMS~~has ~~Ross~~been ~~Corporation~~paid, aand ~~company~~the ~~that~~issuance ~~provides~~of us2,500,000 ~~with~~shares ~~consulting~~of our company, which ~~services~~shares ~~for~~were ~~mining~~issued ~~operations,~~on ~~met~~December ~~with~~4, ~~senior~~2007. ~~management~~We ~~and~~have ~~geologists~~the right of refusal to acquire ~~Minera~~the ~~Primecap~~remaining ~~Geological~~20% ~~Services~~interest in ~~Colombia~~the toLos ~~plan~~Chorros ~~the~~mine ~~mill~~within ~~design~~18 ~~and~~months of the ~~upgrade~~effective date.

~~For~~During the ~~nine~~quarter ~~month period~~ ended ~~January~~April 3130, ~~2009~~2008, sampling and trenching were conducted on the La Tapata property (previously named Los Chorros). In addition, we ~~incurred~~are in the process of mine upgrade designing and expansion ~~$74~~planning. RMS Ross Corporation,~~500~~ a company that provides us with consulting services for mining operations, met with senior management and geologists of Minera Primecap Geological Services in ~~exploration~~Colombia ~~costs~~to plan the mill design and upgrade.

~~Cash~~For ~~Requirements~~the three month period ended July 31, 2009, we incurred $15,000 in exploration costs.

~~There~~Cash is limited historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services. Requirements

~~Over~~There ~~the~~is ~~next~~limited ~~twelve~~historical ~~months~~financial weinformation ~~intend~~about us upon which to ~~use~~base ~~any~~an ~~funds~~evaluation ~~that~~of weour performance. We are an exploration stage ~~may~~corporation and have ~~available~~not togenerated ~~fund~~any ~~our~~revenues ~~operations~~from ~~and~~activities. ~~conduct~~We ~~exploration~~cannot guarantee onwe will be successful in our ~~La Planada~~business ~~property~~activities. WeOur ~~expect~~business is subject to ~~review~~risks ~~other~~inherent ~~potential~~in ~~exploration~~the ~~projects~~establishment ~~from~~of a new business enterprise, ~~time~~including tolimited ~~time~~capital asresources, ~~they~~possible ~~are~~delays ~~presented~~in the exploration of our properties, and possible cost overruns due to usprice and cost increases in services.

Not accounting for our working capital deficit of $1,001,350, we require additional funds of approximately $279,000 at a minimum to proceed with our plan of operation over the next twelve months, exclusive of any acquisition or exploration costs. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.6

~~Our~~Over ~~auditors~~the ~~have~~next ~~issued~~twelve amonths ~~going~~we ~~concern~~intend ~~opinion~~to ~~for~~use ~~our~~any ~~year ended~~funds ~~April~~that ~~30,~~we may ~~2008.~~have ~~This~~available ~~means~~to ~~that~~fund ~~there~~our isoperations ~~substantial~~and ~~doubt~~conduct ~~that~~exploration weon ~~can~~our La Planada property and to continue asthe anmine upgrade design and planning on~~-going~~ ~~business~~our ~~for~~La Tapata ~~the~~property. ~~next~~We ~~twelve~~expect ~~months~~to ~~unless~~review weother ~~obtain~~potential exploration projects from time to time as they are presented to us.

6Not accounting for our working capital deficit of $1,238,290, we require additional funds of approximately $1,350,000 at a minimum to proceed with our plan of operation over the next twelve months, exclusive of any acquisition or exploration costs. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.

Our auditors have issued a going concern opinion for our year ended April 30, 2009. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. As we had cash in the amount of $~~148~~4,387 and a working capital deficit in the amount of $1,~~001~~238,~~350~~290 as of ~~January~~July 31, 2009, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We plan to complete debt financings and/or private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital deficit in order to enable us to pay our accounts payable and accrued liabilities. We currently do not have any arrangements in place for the completion of any debt financings or private placement financings and there is no assurance that we will be successful in completing any debt financing or private placement financing. Our success or failure will be determined by what we find under the ground.

Our officers and directors are unwilling to make any commitment to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it, we will either have to suspend activities until we do raise the cash, or cease activities entirely. Other than as described in this paragraph, we have no other financing plans.

We have a 100% interest in the exploitation license on the La Planada gold project and an 80% interest in the ~~Los~~La ~~Chorros~~Tapata project, both ~~located~~ located in Colombia. Even if we complete our current exploration program and we ~~are~~ are successful in identifying a mineral deposit, we will have to spend ~~substantial~~ substantial funds on further exploration and engineering studies before we will know if we have a commercially viable mineral deposit, a reserve.

Over the next twelve months we intend to use any funds that we may have available funds to fund our operations and conduct exploration on our La Planada property and to continue the mine upgrade design and planning on our La Tapata property as follows:

Estimated Net Expenditures During the Next Twelve Months

Estimated Net Expenditures During the Next Twelve Months
	$
General, Administrative and Corporate Expenses	180,000
Exploration Expenses (consisting of roadwork, trenching, geologists, sampling, processing equipment purchases)	1,000,000
Professional fees	70,000
Additional Working Capital	100,000
Total	1,350,000

		$
General, Administrative and Corporate Expenses		180,000
Exploration Expenses (consisting of roadwork, trenching, geologists,
sampling, processing equipment purchases)		750,000
Professional fees		70,000
Additional Working Capital (note working capital deficit of $821,004)		100,000
Total		1,100,000

The continuation of our business is dependent upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining

~~There~~commercial ~~are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein~~loans, weassuming ~~are~~those ~~pursuing various~~loans ~~financing~~would ~~alternatives to meet our immediate and long-term financial requirements. There can~~ be ~~no assurance that additional financing will be~~ available ~~to us when needed or~~, ~~if available, that it can be obtained on~~will ~~commercially~~increase ~~reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct~~ our ~~operations~~liabilities ~~as planned,~~ and wefuture ~~will~~cash ~~not be able to meet our other obligations as they become due~~commitments. ~~In such event, we will be forced to scale down or perhaps even cease our operations.~~

~~Purchase~~There ofare ~~Significant~~no ~~Equipment~~assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

WePurchase doof ~~intend~~Significant ~~to purchase mineral ore processing equipment over the twelve months ending January 31, 2010.~~Equipment

7We do intend to purchase mineral ore processing equipment over the twelve months ending July 31, 2010.

Corporate Offices

We do not own any real property. Our principal business offices are located at Suite 103, 240-11th Avenue SW, Calgary, Alberta Canada T2R 0C3. We currently lease our space at an annual cost of Cdn$13,800. We believe that our current lease arrangements provide adequate space for our foreseeable future needs.

Employees

Currently our only employees are our directors, officers, office administrator and an investor relations consultant. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

Mineral Property Costs

We have been in the exploration stage since our inception on January 26, 2006 and have not yet realized any revenues from our planned operations. We are primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”. We assess the carrying costs for impairment under SFAS No. 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Long-Lived Assets

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, we test long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that our carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

~~Going Concern~~8

Weconstruction ~~have~~of ~~suffered~~the ~~recurring~~asset; current period cash flow or operating losses ~~from~~combined ~~operations.~~with ~~The~~a history of losses or a forecast of continuing ~~continuation~~losses associated with the use of ~~our~~the ~~company~~asset; asand acurrent ~~going~~expectation ~~concern~~that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is ~~dependent~~assessed ~~upon~~based ~~our~~on ~~company~~the carrying ~~attaining~~amount of the asset and ~~maintaining~~its ~~profitable~~fair ~~operations~~value ~~and~~which ~~raising~~is ~~additional~~generally ~~capital. The~~determined ~~financial~~based ~~statements~~on the dosum ~~not~~of ~~include~~the ~~any~~undiscounted ~~adjustment~~cash ~~relating~~flows expected to result from the ~~recovery~~ use and ~~classification~~the eventual disposal of ~~recorded~~the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

8Going Concern

We have suffered recurring losses from operations. The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our company discontinue operations.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Results of Operations

Three Months Ended ~~January~~July 31, 2009 and 2008

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended ~~January~~ July 31, 2009 which are included herein.

Three month Summary ending ~~January~~July 31, 2009 and 2008

		Three Months Ended
		January 31
		July 31
		2009			2008
Revenue	$	Nil		$	Nil
Operating Expenses	$	69154,~~270~~940		$	~~115~~106,~~255~~906
Net Loss	$	(69154,~~270~~940	)	$	(~~115~~106,~~255~~906	)

Expenses

Our operating expenses for the three month periods ended ~~January~~ July 31, 2009 and 2008 are outlined in the table below:

		Three Months Ended
		January 31
		July 31
		2009			2008
Foreign exchange loss (gain)	$	~~(671~~3,169	)	$	(~~534~~2,297	)
General and administrative	$	55136,~~441~~771		$	3579,~~789~~203
Impairment of mineral property costs	$	Nil		$	50,000
Mineral exploration costs	$	15,000		$	30,000
Mineral exploration costs	$	14,500		$	30,000

Operating expenses for the three months ended ~~January~~July 31, 2009, ~~decreased~~increased by ~~39.9~~45% as compared to the comparative period in 2008 primarily as a result of a decrease in mineral exploration costs and impairment of mineral property costs.

~~Nine month Summary ending January 31, 2009 and 2008~~9

		Nine Months Ended
		January 31
		2009			2008
Revenue	$	Nil		$	Nil
Operating Expenses	$	285,289		$	724,678
Net Loss	$	(285,289	)	$	(724,678	)

Revenue

~~Expenses~~We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.

~~Our~~Liquidity ~~operating expenses for the nine month periods ended January 31, 2009~~ and ~~2008~~Financial ~~are~~Condition ~~outlined in the table below:~~

9Working Capital

		Nine Months Ended
		At			At
		January 31
		July 31,			April 31
		2009			~~2008~~2009
Foreign exchange loss (gain)	$	(18,239	)	$	2,052
Current assets	$	6,257		$	6,724
General and administrative	$	229,028		$	106,571
Current liabilities		1,244,547			963,880
Impairment of mineral property costs	$	Nil		$	475,000
Working capital deficit	$	(1,238,290	)	$	(957,156	)
Mineral exploration costs	$	74,500		$	141,055

~~Operating~~Cash expenses for the nine months ended January 31, 2009, decreased by 60.6 % as compared to the comparative period in 2008 primarily as a result of a decrease in mineral exploration costs and impairment of mineral property costs.Flows

Revenue

		Three Months Ended
		July 31,			July 31,
		2009			2008
Net Cash Used in Operating Activities	$	(77,337	)	$	(29,402	)
Net Cash Used in investing activities		Nil			Nil
Net Cash Proved by Financing Activities		75,000			29,222
Net increase (decrease) in cash during period	$	(2,337	)	$	(180	)

WeOperating ~~have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.~~Activities

~~Liquidity~~Net ~~and~~cash ~~Financial~~used ~~Condition~~in operating activities was $77,337 in the three months ended July 31, 2009 compared with net cash used in operating activities of $29,402 in the same period in 2008.

~~Working~~Investing ~~Capital~~Activities

		At		At
		January 31,		April 31
		2009		2008
Current assets	$	148	$	19,105
Current liabilities		1,001,498		733,290
Working capital deficit	$	1,001,350	$	(714,185	)

Net cash used in investing activities was $Nil in the three months ended July 31, 2009 compared to net cash used in investing activities of $Nil in the same period in 2008.

~~Cash~~Financing ~~Flows~~Activities

		Nine Months Ended
		January 31,			January 31,
		2009			2008
Net Cash Used in Operating Activities	$	(214,579	)	$	(82,366	)
Net Cash Used in investing activities		Nil			(100,000	)
Net Cash Proved by Financing Activities		214,545			94,054
Net increase (decrease) in cash during period	$	(34	)	$	(88,312	)

Net cash provided by financing activities was $75,000 in the three months ended July 31, 2009 compared to $29,222 in the same period in 2008. This is attributable to proceeds from convertible debentures and proceeds from loans received.

~~Operating~~On ~~Activities~~August 1, 2008, we issued a $100,000 convertible note which bears interest at 8% per annum and matures on November 1, 2008. We did not repay the note on November 1, 2008, and the note is currently in default. The note is convertible at any time, at the option of the holder into shares of common stock of our company at a conversion rate of 75% of the average of the three lowest closing bid prices of our common stock for the five trading days immediately prior to the date a conversion notice is received by our company.

~~Net~~On ~~cash~~August ~~used~~13, in2008, ~~operating~~we ~~activities~~issued ~~was~~a convertible note pursuant to which we could receive advances of up to $~~214~~500,~~579~~000 inuntil December 31, 2008. Upon advance of funds the ~~nine~~note bears interest at 8% per annum and matures 90 days ~~months~~after ~~ended~~the ~~January~~advance 31of funds. The total amount of advances received pursuant to the note are convertible at any time, ~~2009~~at ~~compared~~the ~~with~~option ~~net~~of ~~cash~~the ~~used~~holder ininto ~~operating~~shares of ~~activities~~common stock of ~~($82,366)~~our incompany at a conversion rate of 75% of the ~~same~~average ~~period~~of inthe three ~~2008.~~lowest closing bid prices of our common stock for the five trading days immediately prior to the date a conversion notice is received by the Company.

~~Investing Activities~~10

~~Net~~Pursuant ~~cash~~to ~~used in investing activities was $Nil in~~ the ~~nine months~~note ~~ended~~we ~~January~~received ~~31,~~advances ~~2009 compared to net cash used in investing activities~~ of ($~~100~~50,000) ineach ~~the~~on September ~~same~~24, ~~period~~2008, inand October 14, 2008.

~~Financing~~On ~~Activities~~September 2, 2008 we issued an unsecured promissory note in the amount of $60,000 to Estella Management Holdings. The unsecured promissory note is payable on demand and does not bear interest.

~~Net~~Debt ~~cash~~owing ~~provided~~under bythe ~~financing~~Services ~~activities~~Agreement ~~was~~with ~~$214,545~~Minera ~~in the~~Primecap ~~nine~~Geological ~~months ended January 31~~Services, ~~2009 compared to $94,054 in the same period in 2008~~S. ~~This is attributable to proceeds from convertible debentures and proceeds from loans received~~A.

10On February 28, 2007, we entered into a services agreement with Minera Primecap Geological Services, S.A. whereby Minera was to provide geological exploration services for the sum of $250,000.

On August 16, 2008, weMinera ~~issued~~Primecap aGeological ~~$100~~Services,~~000~~ ~~convertible note which~~S.A. ~~bears~~entered ~~interest~~into atan 8%assignment ~~per~~of ~~annum~~debt ~~and~~with ~~matures~~Tuxedo onHoldings ~~November 1~~Ltd., ~~2008.~~wherein WeMinera ~~did not repay~~has ~~the~~assigned ~~note~~their oninterest ~~November~~in ~~1, 2008, and~~ the ~~note~~services isagreement ~~currently~~dated inFebruary ~~default.~~28, ~~The note is~~2007 ~~convertible~~between atour ~~any~~company ~~time,~~and atMinera ~~the~~Primecap ~~option~~Geological ofServices, ~~the~~S.A. ~~holder~~We ~~into~~are ~~shares of common stock~~now ofindebted ~~our~~to ~~company~~Tuxedo atunder athe ~~conversion~~assignment ~~rate~~ of ~~75%~~debt ofin the ~~average~~amount of ~~the three lowest~~$250,000. ~~closing~~During ~~bid~~the ~~prices~~nine ofmonth ~~our~~period ~~common~~ended ~~stock~~January ~~for~~31, ~~the~~2009, ~~five~~our ~~trading~~company ~~days immediately~~settled ~~prior~~$125,000 toof the ~~date~~debt aby ~~conversion~~issuing ~~notice~~87,500,000 isshares ~~received~~of bycommon ~~our company~~stock.

On August 136, 2008, weTuxedo ~~issued~~Holdings aLtd. ~~convertible~~entered ~~note~~into ~~pursuant to~~an ~~which~~assignment ~~we could receive advances~~ of updebt toagreement ~~$500,000~~with ~~until~~Outboard ~~December 31~~Investments, ~~2008~~Ltd. ~~Upon advance of funds the note bears interest at 8% per annum~~ and ~~matures~~Ice ~~90 days~~Cap ~~after~~Holdings, ~~the advance of funds~~Ltd., ~~The~~wherein ~~total~~Tuxedo ~~amount~~assigned ~~of advances received pursuant~~ to ~~the~~ ~~note~~each ~~are~~of ~~convertible~~Outboard atand ~~any~~Ice ~~time,~~Cap ~~at the option~~ $10,000 of the ~~holder~~debt ~~into~~owed ~~shares~~by ~~of common stock of~~ our company. atAs a ~~conversion~~result ~~rate~~ of ~~75%~~this ofassignment ~~the~~agreement, ~~average~~we are ofnow ~~the three~~indebted ~~lowest~~to ~~closing~~Tuxedo ~~bid~~in ~~prices~~the amount of ~~our~~$105,000, ~~common~~to ~~stock~~Outboard ~~for~~in the ~~five trading days~~amount ~~immediately~~of ~~prior~~$10,000 and to ~~the~~Ice ~~date~~Cap ain ~~conversion~~the ~~notice~~amount isof ~~received by the Company~~$10,000.

~~Pursuant~~On toSeptember ~~the~~17, ~~note~~2008, weTuxedo ~~received~~Holdings ~~advances~~Ltd. entered into an assignment of ~~$50~~debt agreement with Outboard Investments,~~000~~ ~~each~~Ltd., onIce Cap Holdings, ~~September~~Ltd. 24and Compass Capital Group, ~~2008~~Inc., wherein Tuxedo assigned to each of Outboard, Ice Cap and ~~October~~Compass 14$5,000 ~~2008~~of the debt owed by our company.

On ~~September~~October 2, 2008, weTuxedo ~~issued~~Holdings anLtd. ~~unsecured~~entered ~~promissory~~into ~~note in~~an ~~the~~assignment ~~amount~~ of ~~$60~~debt agreement with Outboard Investments,~~000~~ toLtd. ~~Estella~~and ~~Management~~Ice Cap Holdings, Ltd., ~~The~~wherein ~~unsecured~~Tuxedo ~~promissory note~~assigned isto ~~payable~~each onof ~~demand~~Outboard and ~~does~~Ice ~~not~~Cap ~~bear~~$5,000 of ~~interest~~the debt owed by our company.

~~Debt~~On ~~owing~~October ~~under~~15, ~~the~~2008, ~~Services~~Tuxedo ~~Agreement~~Holdings ~~with~~Ltd. ~~Minera~~entered ~~Primecap~~into an ~~Geological~~assignment ~~Services~~of debt agreement with Outboard Investments, SLtd.A and Ice Cap Holdings, Ltd., wherein Tuxedo assigned to each of Outboard and Ice Cap $5,000 of the debt owed by our company.

On ~~February~~October 2816, ~~2007~~2008, we entered into a ~~services~~partial settlement agreement ~~with Minera~~and ~~Primecap~~release ~~Geological~~with ~~Services~~Tuxedo, SIce Cap and Outboard.A. ~~whereby~~Under ~~Minera~~the ~~was~~agreement, each of Tuxedo, Ice Cap and Outboard have agreed to ~~provide~~partially resolve their bona ~~geological~~fide ~~exploration~~claim ~~services~~with our company for the agreed upon sum of $~~250~~15,000 which amount shall be deducted from the balance due and owing under the service agreement which is $140,000. In consideration for the partial settlement and release, we have agreed to issue 8,000,000 freely trading common shares to each of Tuxedo, Ice Cap and Outboard. Such shares were issued in reliance upon Section 3(a)(10) of the Securities Act of 1933.

On ~~August~~March 619, ~~2008~~2009, ~~Minera~~April ~~Primecap~~1, ~~Geological~~2009, ~~Services~~April 8, ~~S.A.~~2009, April 16, 2009, April 23, 2009 and May 11, 2009, we entered into anadditional ~~assignment~~partial ofsettlement agreements ~~debt~~and releases with Tuxedo, ~~Holdings~~Ice ~~Ltd~~Cap and Outboard., ~~wherein~~Under ~~Minera~~the agreements, ~~has~~each ~~assigned~~of ~~their~~Tuxedo, ~~interest~~Ice inCap ~~the~~and ~~services~~Outboard ~~agreement~~have ~~dated~~agreed ~~February~~to ~~28,~~partially ~~2007~~resolve their ~~between~~bona fide claim with our company ~~and~~for ~~Minera~~the ~~Primecap~~total ~~Geological~~agreed ~~Services,~~upon ~~S.A.~~sum Weof ~~are~~$58,000 ~~now~~which ~~indebted~~amount toshall ~~Tuxedo~~be ~~under~~deducted from the ~~assignment~~balance ofdue ~~debt~~and inowing under the ~~amount~~service ofagreement which is $~~250~~125,000. ~~During the~~In ~~nine~~consideration ~~month~~for ~~period~~the ~~ended~~partial ~~January~~settlement ~~31,~~and ~~2009~~release, we ~~our~~have ~~company~~agreed ~~settled~~to ~~$125~~issue 150,000,000 freely trading common shares to each of ~~the~~Tuxedo ~~debt~~and byIce ~~issuing~~Cap 87and 200,~~500~~000,000 freely trading common shares to Outboard. Such shares were issued in reliance upon Section 3(a)(10) of ~~common~~Securities ~~stock~~Act of 1933.

OnContractual August 6, 2008, Tuxedo Holdings Ltd. entered into an assignment of debt agreement with Outboard Investments, Ltd. and Ice Cap Holdings, Ltd., wherein Tuxedo assigned to each of Outboard and Ice Cap $10,000 of the debt owed by our company. As a result of this assignment agreement, we are now indebted to Tuxedo in the amount of $105,000, to Outboard in the amount of $10,000 and to Ice Cap in the amount of $10,000.Obligations

OnAs ~~September~~a ~~17,~~“smaller ~~2008,~~reporting ~~Tuxedo Holdings Ltd. entered into an assignment of debt agreement with Outboard Investments~~company”, ~~Ltd.,~~we ~~Ice~~are ~~Cap~~not ~~Holdings, Ltd.~~required ~~and Compass Capital Group, Inc., wherein Tuxedo assigned~~ to ~~each of~~ ~~Outboard,~~provide ~~Ice~~tabular ~~Cap~~disclosure ~~and Compass $5,000 of the debt owed by our company~~obligations.

On October 2, 2008, Tuxedo Holdings Ltd. entered into an assignment of debt agreement with Outboard Investments, Ltd. and Ice Cap Holdings, Ltd., wherein Tuxedo assigned to each of Outboard and Ice Cap $5,000 of the debt owed by our company. 11

OnOff-Balance ~~October~~Sheet 15, 2008, Tuxedo Holdings Ltd. entered into an assignment of debt agreement with Outboard Investments, Ltd. and Ice Cap Holdings, Ltd., wherein Tuxedo assigned to each of Outboard and Ice Cap $5,000 of the debt owed by our company. Arrangements

~~Contractual~~We ~~Obligations~~have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

AsRecently aIssued ~~“smaller~~Accounting ~~reporting company”, we are not required to provide tabular disclosure obligations.~~Standards

~~Off-Balance~~In ~~Sheet~~May ~~Arrangements~~2009, FASB issued SFAS No. 165, “Subsequent Events”. SFAS 165 establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of SFAS 165 is not expected to have a material effect on our company’s consolidated financial statements.

WeIn ~~have~~April no2009 ~~significant~~the ~~off-balance~~FASB ~~sheet~~issued ~~arrangements~~FSP ~~that~~No. ~~have~~141R-1 “Accounting for orAssets ~~are~~Acquired ~~reasonably~~and ~~likely~~Liabilities toAssumed ~~have~~in a ~~current~~Business Combination That Arise from Contingencies”, or ~~future~~FSP ~~effect~~141R-1. onFSP ~~our~~141R-1 ~~financial~~amends the provisions in ~~condition~~Statement 141R for the initial recognition and measurement, ~~changes~~subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in ~~financial~~business ~~condition~~combinations. The FSP eliminates the distinction between contractual and non-contractual contingencies, ~~revenues~~including the initial recognition and measurement criteria in Statement 141R and instead carries forward most of the provisions in SFAS 141 for acquired contingencies. FSP 141R-1 is effective for contingent assets and contingent liabilities acquired in business combinations for which the acquisition date is on or ~~expenses,~~after ~~results~~the beginning of the first annual reporting period beginning on or after December ~~operations~~15, ~~liquidity~~2008. We expect FSP 141R-1 will have an impact on our financial statements, but ~~capital~~the ~~expenditures~~nature orand ~~capital~~magnitude ~~resources~~of ~~that~~the ~~are~~specific effects will depend upon the ~~material~~nature, toterm ~~stockholders~~and size of the acquired contingencies. The effect of adopting FSP 141R-1 will depend upon the nature, terms and size of any acquired contingencies consummated after the effective date of January 1, 2009.

11On April 9, 2009, the FASB issued three FSPs intended to provide additional application guidance and enhanced disclosures regarding fair value measurements and other-than-temporary impairments of securities.

~~Recently~~FSP ~~Issued~~FAS ~~Accounting~~157-4, ~~Standards~~“Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” provides guidelines for making fair value measurements more consistent with the principles presented in FASB Statement No. 157, “Fair Value Measurements.” FSP FAS 157-4 must be applied prospectively and retrospective application is not permitted. FSP FAS 157-4 is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity early adopting FSP FAS 157-4 must also early adopt FSP FAS 115-2 and FAS 124-2.In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on our company's future financial statements.

InFSP ~~May~~FAS ~~2008,~~115-2 ~~the~~and ~~Financial~~FAS ~~Accounting Standards Board (“FASB”) issued SFAS No. 163~~124-2, “~~Accounting~~Recognition ~~for~~and ~~Financial~~Presentation ~~Guarantee Insurance Contracts –~~of AnOther-Than-Temporary ~~interpretation of FASB Statement No. 60~~Impairments,”. ~~SFAS~~provides ~~163~~additional ~~requires~~guidance ~~that~~designed ~~an insurance~~to ~~enterprise~~create ~~recognize~~greater aclarity ~~claim~~and ~~liability~~consistency ~~prior~~in toaccounting anfor ~~event~~and ~~of default when there~~presenting isimpairment ~~evidence~~losses ~~that~~on ~~credit~~debt ~~deterioration has occurred in an insured financial obligation~~securities. ItFSP ~~also~~FAS ~~clarifies~~115-2 ~~how Statement 60 applies to financial guarantee insurance contracts, including the recognition~~ and ~~measurement~~FAS to124-2 beare ~~used to~~effective ~~account~~ for ~~premium~~interim ~~revenue~~ and ~~claim~~annual ~~liabilities,~~periods ~~and~~ending ~~requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning~~ after ~~December~~June 15, ~~2008~~2009, ~~except~~ ~~for~~with ~~some~~early ~~disclosures about the insurance enterprise’s risk-management~~adoption ~~activities.~~permitted ~~SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective~~ for ~~the~~periods ~~first~~ending ~~period beginning~~ after ~~issuance.~~March ~~Except~~15, ~~for~~2009. ~~those~~An ~~disclosures,~~entity ~~earlier~~may ~~application~~early isadopt ~~not~~this ~~permitted.~~FSP ~~The~~only ~~adoption~~if ofit ~~this~~also ~~statement~~elects ~~is not expected~~ to ~~have~~early aadopt ~~material effect~~FSP onFAS ~~our company’s financial statements~~157-4.

InFSP ~~May~~FAS ~~2008,~~107-1 ~~the~~and ~~FASB~~APB ~~issued SFAS No. 162~~28-1, “~~The~~Interim ~~Hierarchy~~Disclosures ofabout Fair ~~Generally~~Value ~~Accepted~~of ~~Accounting~~Financial ~~Principles~~Instruments,”. ~~SFAS~~enhances ~~162~~consistency ~~identifies~~in ~~the~~financial ~~sources~~reporting ofby ~~accounting~~increasing ~~principles and~~ the ~~framework~~frequency ~~for~~of ~~selecting~~fair ~~the~~value ~~principles~~disclosures. toFSP be107-1 ~~used in~~and ~~the~~APB ~~preparation~~28-1 ofis effective ~~financial~~for ~~statements~~interim ofperiods ~~non-governmental~~ending ~~entities~~after ~~that~~June ~~are presented~~15, in2009, ~~conformity~~ with ~~generally~~early ~~accepted accounting principles in the~~adoption ~~United~~permitted ~~States.~~for Itperiods isending ~~effective~~after 60March ~~days~~15, ~~following~~2009. ~~the~~However, ~~SEC’s~~an ~~approval~~entity ofmay ~~the~~early ~~Public~~adopt ~~Company~~these ~~Accounting~~interim ~~Oversight~~fair ~~Board~~value ~~amendments~~disclosure torequirements AUonly ~~Section~~if ~~411,~~it ~~“The Meaning~~also ofelects ~~Present Fairly in Conformity With Generally Accepted Accounting~~to ~~Principles”.~~early ~~The~~adopt ~~adoption~~FSP ofFAS ~~this~~157-4 ~~statement~~and isFSP ~~not~~FAS ~~expected~~115-2 toand ~~have~~FAS ~~a material effect on our company’s financial statements~~124-2.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on our company’s financial statements.12

InOur ~~December~~company ~~2007,~~is ~~the~~currently ~~FASB~~evaluating ~~issued SFAS No. 141 (revised 2007), “Business Combinations”. This statement replaces SFAS No. 141 and defines~~ the ~~acquirer~~ in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS No. 141 (revised 2007) requires an acquirer to recognize the assets acquiredimpact, ~~the~~if ~~liabilities assumed, and~~ any ~~noncontrolling interest in the acquiree at the acquisition date~~, ~~measured~~ ~~at their fair values as of~~ that ~~date. SFAS No. 141 (revised 2007) also~~ ~~requires~~ the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption ~~is prohibited. The adoption~~ of ~~this statement~~these isFSPs ~~not~~will ~~expected to~~ have ~~a material effect~~ on our ~~company's~~ financial statements.

In ~~December~~May ~~2007~~2008, the FASB issued SFAS No. ~~160~~162, “~~Noncontrolling~~The Hierarchy of ~~Interests~~Generally inAccepted ~~Consolidated~~Accounting ~~Financial~~Principles”. ~~Statements~~SFAS ~~Liabilities~~No. ~~–an~~162 ~~Amendment~~identifies ofthe ~~ARB~~sources ~~No.~~of ~~51”.~~accounting ~~This~~principles ~~statement~~and ~~amends~~the ~~ARB~~framework 51for toselecting ~~establish~~the ~~accounting~~principles ~~and~~to ~~reporting~~be ~~standards~~used ~~for~~in the ~~Noncontrolling~~preparation ~~interest~~of financial statements of non-governmental entities that are presented in aconformity ~~subsidiary~~with ~~and~~generally ~~for~~accepted ~~the~~accounting principles ~~deconsolidation~~in ofthe aUnited ~~subsidiary~~States. ~~This~~It ~~statement~~ is effective ~~for~~60 ~~fiscal~~days ~~years,~~following the SEC’s approval of ~~and~~the ~~interim~~Public ~~periods~~Company ~~within~~Accounting ~~those~~Oversight ~~fiscal~~Board ~~years,~~amendments ~~beginning~~to onAU orSection ~~after~~411, ~~December~~“The ~~15,~~Meaning ~~2008.~~of ~~Earlier~~Present ~~adoption~~Fairly isin ~~prohibited~~Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on ~~our~~the ~~company'~~Company’s financial statements.

In ~~February~~March ~~2007~~2008, the FASB issued SFAS No. ~~159~~161, “~~The~~Disclosures ~~Fair Value~~about ~~Option~~Derivative ~~for~~Instruments ~~Financial Assets~~ and ~~Financial~~Hedging ~~Liabilities~~Activities – ~~Including~~ an ~~Amendment of~~amendment to FASB Statement No. ~~115~~133”. ~~This~~SFAS ~~statement~~No. ~~permits~~161 ~~entities~~is tointended ~~choose~~ to ~~measure many~~improve financial standards for derivative instruments and ~~certain~~hedging ~~other~~activities ~~items~~by atrequiring ~~fair~~enhanced ~~value.~~disclosures ~~Most~~to ~~of the~~enable ~~provisions~~investors ofto ~~SFAS~~better ~~No.~~understand ~~159~~their ~~apply~~effects ~~only~~on toan ~~entities~~entity's ~~that~~financial ~~elect~~position, financial ~~the~~performance, ~~fair~~and ~~value option~~cash flows. ~~However,~~Entities ~~the~~are ~~amendment~~required to ~~SFAS~~provide ~~No.~~enhanced disclosures ~~115~~about: ~~“Accounting~~(a) ~~for~~how ~~Certain~~and why an entity uses derivative instruments; (b) ~~Investments~~how inderivative ~~Debt~~instruments and ~~Equity~~related ~~Securities”~~hedged ~~applies~~items toare ~~all~~accounted ~~entities~~for ~~with~~under ~~available-for-sale~~Statement 133 and ~~trading~~its ~~securities.~~related ~~SFAS~~interpretations; ~~No.~~and ~~159~~(c) ishow ~~effective~~derivative instruments asand ofrelated ~~the beginning~~hedged ofitems affect an entity’s ~~first~~financial ~~fiscal~~position, financial ~~year~~performance, ~~that~~and ~~begins~~cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, ~~2007. Early~~2008, ~~adoption~~with isearly ~~permitted~~adoption encouraged. asThe adoption of ~~the~~this ~~beginning~~statement ofis anot ~~fiscal~~expected ~~year~~to ~~that~~have ~~begins~~a onmaterial oreffect ~~before~~on ~~November~~our ~~15,~~company’s financial statements.

12In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”. This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on our company's financial statements.

In December 2007, ~~provided~~ the ~~entity~~FASB ~~also~~issued ~~elects~~SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”. This statement amends ARB 51 to ~~apply~~establish accounting and reporting standards for the ~~provision~~Noncontrolling ofinterest in a subsidiary and for the ~~SFAS~~deconsolidation Noof a subsidiary. ~~157~~This statement is effective for fiscal years, and ~~“Fair~~interim ~~Value~~periods ~~Measurements”~~within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on our company's financial statements.

InItem ~~September 2006, the FASB issued SFAS No~~4. ~~157,~~Controls ~~“Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency~~ and ~~comparability~~ in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on our company's future reported financial position or results of operations. Procedures

~~Item~~Management’s 4.Report on Disclosure Controls and Procedures

~~Management’~~We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's ~~Report~~rules onand ~~Disclosure~~forms, ~~Controls~~and that such information is accumulated and communicated to our management, including our president and ~~Procedures~~chief executive officer (our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

WeAs ~~maintain~~of ~~disclosure~~July ~~controls~~31, ~~and~~2009, ~~procedures~~the ~~that~~end ~~are designed~~of toour ~~ensure~~first ~~that~~quarter ~~information~~covered ~~required~~by this toreport, bewe ~~disclosed~~carried inout ~~our~~an ~~reports filed~~evaluation, under the ~~Securities~~supervision ~~Exchange~~and ~~Act~~with the participation of ~~1934,~~our aspresident ~~amended,~~and ischief ~~recorded,~~executive officer (our principal ~~processed,~~executive ~~summarized~~officer and ~~reported~~our ~~within~~principal ~~the~~financial ~~time~~officer ~~periods~~and ~~specified~~principle ~~in the~~accounting ~~Securities~~officer), ~~and~~of ~~Exchange~~the ~~Commission's~~effectiveness ~~rules~~of ~~and~~the ~~forms,~~design and ~~that~~operation ~~such~~of ~~information~~our disclosure iscontrols ~~accumulated~~ and ~~communicated~~procedures. toBased ~~our~~on ~~management~~the foregoing, ~~including~~ our president and ~~chief~~ chief executive officer (our principal executive officer and our principal ~~financial~~ financial officer and principle accounting officer) toconcluded ~~allow~~that ~~for~~our ~~timely~~disclosure controls ~~decisions~~and ~~regarding~~procedures ~~required~~were ~~disclosure.~~effective as of the end of the period covered by this quarterly report.

As of January 31, 2009, the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief executive officer (our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer (our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.13

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended ~~January~~July 31, 2009 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

Other than as set out below, our company is not a party to any pending legal proceeding and no legal proceeding is contemplated or threatened as of the date of this quarterly report.

Outboard Investments, Ltd., Ice Cap Holdings, Ltd. And Tuxedo Holdings, Ltd. vs. Gemini Explorations, Inc., Case No: 2008 CA 012637 NC.

On or about August 7, 2008 Tuxedo Holdings, Ltd., Ice Cap Holdings, Ltd. and Outboard Investments, Ltd. filed an action against our company in the Circuit Court of the Twelfth Judicial Circuit, Sarasota County, Florida, whereby Tuxedo, Ice Cap and Outboard asserted claims against our company alleging that we failed to pay Tuxedo, Ice Cap and Outboard according to the terms set forth in a service agreement dated February 28, 2007, the amount due and owing under accounts payable in the amount of two hundred and fifty thousand ($250,000) in principal plus interest.

13We have acknowledged that we do not have sufficient cash to satisfy the claims made in the action or to defend the action and we have sought to resolve this action and have agreed to pay Tuxedo, Ice Cap and Outboard on the service agreement.

We ~~have~~currently ~~acknowledged~~only ~~that we do not~~ have ~~sufficient~~the ~~cash~~means to satisfy ~~the~~payment ~~claims~~of ~~made~~Tuxedo, Ice inCap ~~the~~and ~~action~~Outboard’s orbona tofide ~~defend~~claims through the ~~action~~issuance ~~and~~of ~~we have sought~~authorized toshares ~~resolve this action and have agreed~~ to ~~pay~~ Tuxedo, Ice Cap and Outboard ~~on the service agreement~~.

WeOn ~~currently~~August ~~only~~7, ~~have~~2008, ~~the~~we ~~means~~entered tointo ~~satisfy~~a ~~payment~~partial ofsettlement agreement and release with Tuxedo, Ice Cap and Outboard. Under the agreement, each of Tuxedo, Ice Cap and Outboard’s ~~bona~~have agreed to partially resolve their bona fide ~~claims~~claim ~~through~~with our company for the ~~issuance~~agreed upon sum of ~~authorized~~$45,000 which amount shall be deducted from the balance due and owing under the service agreement which is $250,000. In consideration for the partial settlement and release, we have agreed to issue 3,500,000 freely trading common shares to each of Tuxedo, Ice Cap and Outboard. Such shares were issued in reliance upon Section 3(a)(10) of the Securities Act of 1933.

On August 720, 2008, we entered into a partial settlement agreement and release with Tuxedo, Ice Cap and Outboard. Under the agreement, each of Tuxedo, Ice Cap and Outboard have agreed to partially resolve their bona fide claim with our company for the agreed upon sum of $4530,000 which amount shall be deducted from the balance due and owing under the service agreement which is $~~250~~205,000. In consideration for the partial settlement and release, we have agreed to issue 34,500,000 freely trading common shares to each of Tuxedo, Ice Cap and Outboard. Such shares were issued in reliance upon Section 3(a)(10) of the Securities Act of 1933.

On ~~August~~September 2017, 2008, we entered into a partial settlement agreement and release with Tuxedo, Ice Cap, Outboard and ~~Outboard~~Compass. Under the agreement, each of Tuxedo, Ice Cap, Outboard and ~~Outboard~~Compass have agreed to partially resolve their bona fide claim with our company for the agreed upon sum of $3020,000 which amount shall be deducted from the balance due and owing under the service agreement which is $~~205~~175,000. In consideration for the partial settlement and release, we have agreed to issue 45,~~500~~000,000 freely trading common shares to each of Tuxedo, Ice Cap, Outboard and ~~Outboard~~Compass. Such shares were issued in reliance upon Section 3(a)(10) of the Securities Act of 1933.

On ~~September~~October 172, 2008, we entered into a partial settlement agreement and release with Tuxedo, Ice Cap, ~~Outboard~~ and ~~Compass~~Outboard. Under the agreement, each of Tuxedo, Ice Cap, ~~Outboard~~ and ~~Compass~~Outboard have agreed to partially resolve their bona fide claim with our company for the agreed upon sum of $2015,000 which amount shall be deducted from the balance due and owing under the service agreement which is $175,000. In consideration for the partial settlement and release, we have agreed to issue 5,000,000 freely trading common shares to each of Tuxedo, Ice Cap, Outboard and Compass. Such shares were issued in reliance upon Section 3(a)(10) of the Securities Act of 1933.

On October 2, 2008, we entered into a partial settlement agreement and release with Tuxedo, Ice Cap and Outboard. Under the agreement, each of Tuxedo, Ice Cap and Outboard have agreed to partially resolve their bona fide claim with our company for the agreed upon sum of $15,000 which amount shall be deducted from the balance due and owing under the service agreement which is $155,000. In consideration for the partial settlement and release, we have agreed to issue 6,500,000 freely trading common shares to each of Tuxedo, Ice Cap and Outboard. Such shares were issued in reliance upon Section 3(a)(10) of the Securities Act of 1933.14

On October 16, 2008, we entered into a partial settlement agreement and release with Tuxedo, Ice Cap and Outboard. Under the agreement, each of Tuxedo, Ice Cap and Outboard have agreed to partially resolve their bona fide claim with our company for the agreed upon sum of $15,000 which amount shall be deducted from the balance due and owing under the service agreement which is $~~140~~155,000. In consideration for the partial settlement and release, we have agreed to issue 8 6,~~000~~500,000 freely trading common shares to each of Tuxedo, Ice Cap and Outboard. Such shares were issued in reliance upon Section 3(a)(10) of the Securities Act of 1933.

~~The~~On ~~parties~~October ~~agree~~16, ~~that~~2008, ~~delivery~~we entered into a partial settlement agreement and release with Tuxedo, Ice Cap and Outboard. Under the agreement, each of Tuxedo, Ice Cap and Outboard have agreed to partially resolve their bona fide claim with our company for the ~~freely~~agreed ~~trading~~upon sum of $15,000 which amount shall be deducted from the balance due and owing under the service agreement which is $140,000. In consideration for the partial settlement ~~shares~~and ~~shall~~release, ~~satisfy~~we have ~~our~~agreed ~~obligation~~to issue 8,000,000 freely trading common shares to ~~the~~each ~~extent~~of ~~stated~~Tuxedo, Ice ~~above~~Cap and Outboard. Such shares were issued in reliance upon Section 3(a)(10) ~~regarding~~of the ~~debenture.~~Securities Act of 1933.

~~Item~~On 1AMarch 19, 2009, April 1, 2009, April 8, 2009, April 16, 2009, April 23, 2009 and May 11, 2009, we entered into additional partial settlement agreements and releases with Tuxedo, Ice Cap and Outboard. ~~Risk~~Under ~~Factors~~the agreements, each of Tuxedo, Ice Cap and Outboard have agreed to partially resolve their bona fide claim with our company for the total agreed upon sum of $58,000 which amount shall be deducted from the balance due and owing under the service agreement which is $125,000. In consideration for the partial settlement and release, we have agreed to issue 150,000,000 freely trading common shares to each of Tuxedo and Ice Cap and 200,000,000 freely trading common shares to Outboard. Such shares were issued in reliance upon Section 3(a)(10) of Securities Act of 1933.

~~Much~~The ofparties ~~the~~agree ~~information~~that ~~included~~delivery inof ~~this~~the ~~annual~~freely ~~report includes~~trading orsettlement isshares ~~based~~shall ~~upon~~satisfy ~~estimates, projections or other “forward looking statements”. Such forward looking statements include any projections and estimates made by us and~~ our ~~management~~obligation into ~~connection~~the ~~with~~extent ~~our~~stated ~~business operations. While these~~above ~~forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment~~ regarding the ~~direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein~~debenture.

14Item 1A. Risk Factors

~~Such~~Much of the information included in this annual report includes or is based upon estimates, projections or other “forward looking statements”. Such ~~involve~~forward ~~various~~looking ~~risks~~statements ~~and~~include ~~uncertainties~~any asprojections ~~outlined~~and ~~below.~~estimates Wemade by us ~~caution~~and ~~the~~our ~~reader~~management ~~that~~in ~~important~~connection ~~factors~~with inour ~~some~~business ~~cases~~operations. ~~have~~While ~~affected~~these forward-looking statements, and any assumptions upon which they are based, inare ~~the~~made ~~future,~~in ~~could~~good ~~materially~~faith ~~affect~~and ~~actual~~reflect ~~results~~our ~~and~~current ~~cause~~judgment ~~actual~~regarding ~~results~~the todirection of ~~differ~~our ~~materially~~business, ~~from~~actual ~~the~~ results ~~expressed~~will inalmost ~~any~~always ~~such~~vary, sometimes materially, from any estimates, predictions, projections , assumptions or other ~~“forward~~future ~~looking~~performance suggested ~~statements”~~herein.

~~Because~~Such ~~our~~estimates, ~~auditors~~projections ~~have~~or ~~issued~~other a“forward ~~going~~looking statements” ~~concern~~involve ~~opinion~~various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in ~~there~~the isfuture, ~~substantial~~could ~~uncertainty~~materially weaffect ~~will~~actual ~~continue~~results ~~activities~~and cause actual results to differ materially from the results expressed in ~~which~~any ~~case~~such ~~you~~estimates, projections ~~could~~or ~~lose~~other ~~your~~“forward ~~investment.~~looking statements”.

~~Our~~Because our auditors have issued a going concern opinion~~. This means~~, ~~that~~ there is substantial ~~doubt~~uncertainty ~~that~~ we ~~can~~will continue asactivities anin ~~ongoing~~which ~~business~~case ~~for the next twelve months. As such we may have to cease activities and~~ you ~~could~~ could lose your investment.

~~Because~~Our ~~the~~auditors ~~probability~~have ofissued ana ~~individual~~going ~~prospect~~concern ~~ever~~opinion. This means ~~having~~that ~~reserves~~there is ~~extremely~~substantial ~~remote,~~doubt ~~any~~that ~~funds~~we ~~spent~~can oncontinue ~~exploration~~as ~~will~~an ongoing business for ~~probably~~the benext ~~lost~~twelve months. As such we may have to cease activities and you could lose your investment.

~~The~~Because the probability of an individual prospect ever having reserves is extremely remote~~. In all probability~~, ~~the property does not contain~~ any ~~reserves.~~ ~~As such, any~~ funds spent on exploration will probably be lost ~~which will result in a loss of your investment~~.

WeThe ~~lack~~probability of an ~~operating~~individual ~~history~~prospect ~~and~~ever ~~have~~having ~~losses~~reserves is ~~which~~extremely weremote. ~~expect to~~In ~~continue~~all ~~into~~probability, the ~~future~~property does not contain any reserves. As ~~a result~~such, weany ~~may~~funds ~~have~~spent toon ~~suspend~~exploration orwill ~~cease~~probably be lost which ~~activities~~will result in a loss of your investment.

We ~~were~~lack ~~incorporated~~an inoperating ~~January~~history ~~2006~~ and we have ~~not~~losses ~~started our~~which ~~proposed~~we ~~business activities or realized any revenues. We have no operating~~expect ~~history~~to ~~upon~~continue ~~which~~into anthe ~~evaluation of our~~ future ~~success or failure can be made~~. ~~Our~~ ~~net~~As ~~loss~~a ~~from inception to January 31~~result, ~~2009~~we ismay ~~$3,553,305.~~have ~~Our ability~~ to ~~achieve~~ ~~and~~suspend ~~maintain~~or ~~profitability and positive cash flow is dependent upon:~~cease activities.

We were incorporated in January 2006 and we have not started our ~~ability~~proposed tobusiness ~~locate~~activities aor ~~profitable~~realized ~~mineral~~any ~~property~~revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our

~~our ability to generate revenues~~ 15

~~our~~net ~~ability~~loss from inception to ~~reduce~~July ~~exploration~~31, ~~costs~~2009 is $4,554,522. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

~~Based~~our ~~upon~~ability ~~current plans, we expect~~ to ~~incur~~locate ~~operating~~a ~~losses in~~profitable ~~future periods. This will happen because there are expenses associated with the research and exploration of our~~ mineral ~~properties. As a result, we may not~~property ~~generate revenues in the future. Failure to generate revenues will cause us to suspend or cease activities.~~
~~Because~~our weability ~~will have~~ to ~~spend~~generate ~~additional funds to determine~~revenues ~~if we have a reserve, if we cannot raise the money we will have to cease operations and you could lose your investment.~~
~~Even if we complete~~ our ~~current~~ability ~~exploration programs and are successful in identifying a mineral deposit, we will have~~ to ~~spend~~reduce ~~substantial funds~~exploration ~~on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit, a reserve~~costs.

~~Because~~Based ~~our~~upon ~~management~~current ~~only~~plans, ~~has~~we ~~limited~~expect ~~technical~~to ~~training or~~incur ~~experience~~operating losses in ~~exploring~~future ~~for,~~periods. ~~starting,~~This ~~and~~will ~~operating~~happen anbecause ~~exploration~~there ~~program, management's~~are ~~decisions~~expenses ~~and~~associated ~~choices may not take into account standard~~with ~~engineering~~the orresearch ~~managerial~~and ~~approaches mineral~~ exploration ~~companies~~of ~~commonly~~our ~~use~~mineral properties. As a result, we may ~~have~~not generate torevenues ~~suspend~~in orthe ~~cease~~future. ~~activities~~Failure ~~which~~to generate revenues will ~~result~~cause inus ~~the~~to ~~loss~~suspend ofor ~~your~~cease ~~investment~~activities.

~~Our~~Because ~~management~~we ~~has~~will ~~limited~~have ~~experience~~to ~~with~~spend ~~exploring~~additional ~~for, starting,~~funds ~~and~~to ~~operating an exploration program. Further, our management has no~~determine ~~direct~~if ~~training~~we orhave ~~experience in these areas and as~~ a ~~result~~reserve, ~~may~~if ~~not~~we becannot ~~fully aware~~raise ~~of many of~~ the ~~specific~~money requirements related to working within the industry. Management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently our activities, earnings and ultimate financial success could suffer irreparable harm due to management' s lack of experience in this industry. As a result we ~~may~~will have to ~~suspend or~~ cease ~~activities which will~~ ~~result~~operations inand ~~the~~you ~~loss~~could oflose your investment.

15Even if we complete our current exploration programs and are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit, a reserve.

Because weour ~~are~~management ~~small~~only has limited technical training or experience in exploring for, starting, and dooperating an exploration program, management's decisions and choices may not ~~have~~take ~~much~~into ~~capital~~account standard engineering or managerial approaches mineral exploration companies commonly use. As a result, we may have to ~~limit~~suspend ~~our~~or ~~exploration~~cease ~~activity~~activities which ~~may~~will result in a the loss of your investment.

~~Because~~Our wemanagement ~~are~~has ~~small~~limited experience with exploring for, starting, and dooperating ~~not~~an ~~have~~exploration ~~much~~program. ~~capital~~Further, weour ~~must~~management has no ~~limit~~direct ~~our~~training ~~exploration~~or ~~activity.~~experience Asin ~~such~~these weareas and as a result may not be ~~able~~fully aware of many of the specific requirements related to ~~complete~~working anwithin the ~~exploration~~industry. ~~program~~Management's ~~that~~decisions isand aschoices ~~thorough~~may asnot wetake ~~would~~into ~~like.~~account Instandard engineering ~~that~~or ~~event~~managerial approaches mineral exploration companies commonly use. Consequently our activities, anearnings and ultimate financial success could ~~existing~~suffer ~~reserve~~irreparable ~~may~~harm godue ~~undiscovered~~to management' s lack of experience in this industry. ~~Without~~As a ~~reserve,~~result we ~~cannot~~may ~~generate revenues~~have ~~and~~to ~~you~~suspend or cease activities which will result ~~lose~~in the loss of your investment.

WeBecause ~~may~~we ~~not~~are ~~have~~small ~~access~~and todo ~~all~~not ofhave ~~the~~much ~~supplies~~capital, ~~and~~we ~~materials~~may wehave ~~need~~ to ~~begin~~limit our exploration activity which ~~could~~may ~~cause~~result usin toa ~~delay~~loss orof ~~suspend~~your ~~activities~~investment.

~~Competition~~Because ~~and~~we ~~unforeseen~~are ~~limited~~small ~~sources~~and ofdo ~~supplies~~not inhave ~~the industry~~much ~~could~~capital, ~~result~~we inmust limit ~~occasional~~our ~~spot~~exploration ~~shortages~~activity. ofAs ~~supplies,~~ such ~~as dynamite,~~we ~~and~~may ~~certain~~not ~~equipment~~be ~~such~~able asto ~~bulldozers~~complete ~~and~~an exploration ~~excavators~~program that weis ~~might need~~as tothorough ~~conduct~~as ~~exploration.~~we Wewould ~~have~~like. ~~not~~In ~~attempted~~that toevent, ~~locate or negotiate with~~an ~~any~~existing ~~suppliers~~reserve ofmay ~~products,~~go ~~equipment~~undiscovered. orWithout ~~materials.~~a Ifreserve, we cannot ~~find the~~generate ~~products~~revenues and ~~equipment~~you ~~we need, we~~ will ~~have~~lose toyour ~~suspend our exploration plans until we do find the products and equipment we need~~investment.

~~All~~We ofmay ~~our~~not ~~projects~~have ~~are~~access ~~located~~to inall ~~Colombia~~of ~~where~~the ~~mineral exploration~~supplies ~~activities~~and ~~may~~materials we beneed ~~affected~~to inbegin ~~varying~~exploration ~~degrees by political and government regulations~~ which could ~~have~~cause aus ~~negative~~to ~~impact~~delay onor ~~our ability to~~suspend ~~continue our operations~~activities.

~~Our~~Competition ~~projects~~and ~~are~~unforeseen ~~located~~limited insources ~~Colombia.~~of ~~Exploration~~supplies ~~activities~~ in ~~Colombia~~ ~~may be affected in varying degrees by political instabilities and government regulations relating to~~ the ~~mining~~ industry. ~~Any~~could ~~changes~~result in ~~regulations~~ oroccasional ~~shifts~~spot inshortages ~~political~~of ~~conditions~~supplies, ~~are~~such ~~beyond our control and may~~as ~~adversely affect our business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production~~dynamite, ~~price controls,~~and ~~export~~certain ~~controls,~~equipment ~~income~~such ~~taxes,~~as ~~expropriations~~bulldozers ~~of property, environmental legislation~~ and ~~safety.~~excavators ~~The~~that ~~status~~we ~~of Colombia as a developing~~might ~~country~~need ~~may make it more difficult for us~~ to ~~obtain~~conduct ~~any required financing for our project~~exploration. ~~The~~We ~~effect~~have of all these factors cannot be accurately predicted. Notwithstanding the progress achieved in restructuring Colombia political institutions and revitalizing its economy, the present administration, or any successor government, may not beattempted ~~able~~ to ~~sustain~~locate ~~the~~or ~~progress~~negotiate ~~achieved. While~~with ~~the~~any ~~Colombia~~suppliers ~~economy~~of ~~has experienced growth in recent years~~products, ~~such~~equipment ~~growth may not continue in the future at similar rates~~ or ~~at all~~materials. If ~~the~~we ~~economy~~cannot offind ~~Colombia~~the ~~fails~~products toand ~~continue~~equipment ~~its~~we ~~growth or suffers a recession~~need, we ~~may~~will ~~not~~have ~~be able~~ to ~~continue~~ suspend our ~~operations~~exploration inplans until ~~that~~we ~~country.~~do Wefind dothe ~~not~~products ~~carry~~and ~~political~~equipment ~~risk insurance.~~we need.

~~Trading~~All inof our ~~common~~projects ~~shares~~are onlocated ~~the~~in ~~OTC~~Colombia ~~Bulletin~~where ~~Board is~~mineral ~~limited~~exploration ~~and~~activities ~~sporadic~~may ~~making~~be itaffected ~~difficult~~in ~~for~~varying ~~our~~degrees ~~shareholders~~by topolitical ~~sell their~~and ~~shares~~government orregulations ~~liquidate~~which ~~their~~could ~~investments~~have a negative impact on our ability to continue our operations.

Our ~~common~~projects ~~shares~~ are ~~currently~~located ~~listed~~in ~~for~~Colombia. ~~public~~Exploration ~~trading~~activities onin ~~the~~Colombia ~~OTC~~may ~~Bulletin~~be ~~Board.~~affected ~~The~~in ~~trading~~varying ~~price~~degrees ofby ~~our~~political ~~common~~instabilities ~~shares~~and government ~~has~~regulations ~~been~~relating ~~subject~~ to ~~wide~~the ~~fluctuations~~mining industry. ~~Trading~~Any ~~prices~~changes ~~of our common shares may fluctuate~~ in ~~response~~regulations toor ashifts ~~number~~in ofpolitical ~~factors,~~conditions ~~many~~are ~~of which will be~~ beyond our control. ~~The stock market has generally experienced extreme price~~ and ~~volume fluctuations~~may ~~that~~adversely ~~have~~affect ~~often~~our ~~been unrelated or disproportionate to the operating performance of companies with no current~~ business ~~operation~~. ~~There~~Operations ~~can~~may be noaffected ~~assurance~~in ~~that trading~~varying ~~prices~~degrees ~~and price earnings ratios previously experienced~~ by ~~our common~~ ~~shares~~government ~~will~~regulations bewith ~~matched~~respect orto ~~maintained.~~restrictions ~~These~~on ~~broad~~production, ~~market and industry factors may adversely affect the market~~ price ~~of our common shares~~ controls, ~~regardless of our operating performance.~~

In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management’s attention and resources. 16

~~Our~~export ~~stock~~controls, isincome ataxes, ~~penny~~expropriations ~~stock~~of property, environmental legislation and safety. ~~Trading~~The status of ~~our~~Colombia ~~stock~~as a developing country may make it more difficult for us to obtain any required financing for our project. The effect of all these factors cannot be accurately predicted. ~~restricted~~Notwithstanding bythe progress achieved in restructuring Colombia political institutions and revitalizing its economy, the ~~SEC’s~~present ~~penny~~administration, ~~stock~~or ~~regulations~~any successor ~~which~~government, may ~~limit~~not abe ~~stockholder’s~~able to sustain the progress achieved. While ~~ability~~the Colombia economy has experienced growth in recent years, such growth may not continue in the future at similar rates or at all. If the economy of Colombia fails to ~~buy~~continue ~~and~~its ~~sell~~growth or suffers a recession, we may not be able to continue our ~~stock~~operations in that country. We do not carry political risk insurance.

~~Our~~Trading ~~stock~~in isour acommon ~~penny~~shares ~~stock.~~on ~~The~~the ~~Securities~~OTC ~~and~~Bulletin ~~Exchange~~Board is ~~Commission~~limited ~~has~~and ~~adopted~~sporadic ~~Rule~~making ~~15g-9~~it ~~which~~difficult ~~generally~~for ~~defines~~our ~~“penny~~shareholders ~~stock”~~ to ~~be any~~sell ~~equity security that has a market price (as defined) less than $5.00 per~~their ~~share~~shares or anliquidate ~~exercise~~their ~~price of less than $5~~investments.~~00 per share, subject to certain exceptions. Our securities are covered by the penny~~

16Our common shares are currently listed for public trading on the OTC Bulletin Board. The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.

~~stock~~In rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the ~~rules~~past, tofollowing ~~deliver~~periods ~~a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level~~ of ~~risks~~volatility in the ~~penny stock~~ market~~. The broker-dealer also must provide~~ ~~the~~price ~~customer with current bid and offer quotations for the penny stock, the compensation~~ of ~~the~~a ~~broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer~~company’s ~~account. The bid and offer quotations~~securities, ~~and~~securities ~~the broker~~class-~~dealer~~action ~~and salesperson~~litigation ~~compensation~~has ~~information, must be given to the customer orally or in~~often ~~writing~~been ~~prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation~~instituted. InSuch ~~addition~~litigation, ~~the~~if ~~penny~~instituted, ~~stock rules~~could ~~require~~result ~~that prior to a transaction~~ in ~~a penny stock not otherwise exempt~~substantial ~~from~~costs ~~these~~for ~~rules,~~us ~~the~~and ~~broker-dealer must make~~ a ~~special~~diversion ~~written~~of ~~determination that the penny stock is a suitable investment for the purchaser and receive the purchaser~~management’s ~~written~~attention agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and ~~limit the marketability of our common stock~~resources.

~~The~~Our ~~Financial~~stock ~~Industry~~is ~~Regulatory~~a ~~Authority,~~penny orstock. ~~FINRA,~~Trading ~~has~~of our stock may be ~~adopted~~restricted ~~sales~~by ~~practice~~the ~~requirements~~SEC’s penny stock regulations which may ~~also~~ limit a stockholder'’s ~~ability~~ ability to buy and sell our stock.

InOur ~~addition~~stock tois ~~the~~a "penny stock". ~~rules~~The ~~described~~Securities ~~above,~~and ~~FINRA~~Exchange Commission has adopted ~~rules~~Rule ~~that~~15g-9 ~~require~~which generally defines “penny stock” to be any equity security that inhas ~~recommending~~a market price (as defined) less than $5.00 per share or an ~~investment~~exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a ~~customer~~net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, ~~must~~prior ~~have~~to ~~reasonable~~a ~~grounds~~transaction ~~for~~in ~~believing~~a ~~that~~penny stock not otherwise exempt from the ~~investment~~rules, to deliver a standardized risk disclosure isdocument ~~suitable~~in ~~for~~a ~~that~~form ~~customer.~~prepared ~~Prior~~by tothe ~~recommending~~SEC ~~speculative~~which ~~low~~provides ~~priced~~information about penny ~~securities~~stocks toand ~~their~~the ~~non~~nature and level of risks in the penny stock market. The broker-~~institutional~~dealer ~~customers~~also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-~~dealers~~dealer ~~must~~and ~~make~~its ~~reasonable~~salesperson ~~efforts~~in tothe ~~obtain~~transaction ~~information~~and ~~about~~monthly account statements showing the market value of each penny stock held in the customer'’s ~~financial~~account. ~~status, tax~~The ~~status~~bid and offer quotations, ~~investment~~and ~~objectives~~the broker-dealer and ~~other~~salesperson compensation information., ~~Under~~must be ~~interpretations~~given to the customer orally or in writing prior to effecting the transaction ofand ~~these~~must ~~rules~~be given to the customer in writing before or with the customer’s confirmation. In addition, ~~FINRA~~the ~~believes~~penny stock rules require that ~~there~~prior isto a transaction ~~high~~in ~~probability~~a ~~that~~penny ~~speculative~~stock not otherwise exempt from these rules, the ~~low~~broker-dealer ~~priced~~must ~~securities~~make ~~will~~a ~~not~~special bewritten determination that the penny stock is a suitable investment for atthe ~~least~~purchaser ~~some~~and ~~customers.~~receive ~~FINRA~~the purchaser’s written agreement to the transaction. These disclosure requirements ~~make~~may ithave ~~more~~the ~~difficult~~effect of ~~for~~reducing ~~broker-dealers~~the tolevel ~~recommend~~of ~~that~~trading ~~their~~activity in the secondary market for the stock ~~customers~~that ~~buy~~is ~~our~~subject ~~common~~to these penny stock rules. Consequently, ~~which~~these penny stock rules may ~~limit~~affect ~~your~~the ability toof ~~buy~~broker-dealers ~~and~~to ~~sell~~trade our securities. We believe that the penny stock ~~and~~rules ~~have~~discourage aninvestor ~~adverse~~interest ~~effect~~in onand limit the marketability ~~market~~of ~~for~~ our ~~shares~~common stock.

~~Item~~The 2.Financial ~~Unregistered~~Industry ~~Sales~~Regulatory ofAuthority, ~~Equity~~or ~~Securities~~FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and ~~Use~~sell ofour ~~Proceeds~~stock.

~~Effective~~In ~~February~~addition ~~10,~~to ~~2009,~~the we"penny ~~issued 75,000,000 shares of common~~ stock" torules ~~four~~described ~~(4)~~above, ~~U.S.~~FINRA has ~~Persons~~adopted ~~(as~~rules that ~~term~~require isthat ~~defined~~ in ~~Regulation~~recommending ~~S of~~an ~~the~~investment ~~Securities~~to ~~Act~~a ofcustomer, a ~~1933)~~broker-dealer ~~relying~~must ~~upon~~have ~~relying~~reasonable ~~upon~~grounds ~~Rule~~for ~~506~~believing ofthat ~~Regulation~~the investment Dis ofsuitable ~~the~~for ~~Securities~~that ~~Act~~customer. ofPrior ~~1933,~~to ~~pursuant~~recommending aspeculative ~~debt~~low ~~conversion~~priced securities ~~agreement~~to ~~with FundTech~~their ~~Solutions,~~non-institutional ~~LLC.~~

Between February 24, 2009 and March 5, 2009 we issued 125,000,000 shares of common stock to five (5) U.S. Persons (as that term is defined in Regulation S of the Securities Act of 1933) relying upon relying upon Rule 506 of Regulation D of the Securities Act of 1933, pursuant a debt conversion agreement with FundTech Solutions, LLC.17

~~Item~~customers, 3broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. ~~Defaults~~Under ~~Upon~~interpretations ~~Senior~~of ~~Securities~~these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

~~None~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Item 4~~None. ~~Submission of Matters to a Vote of Securities Holders~~

~~None~~Item 3. Defaults Upon Senior Securities

~~Item 5~~None. ~~Other Information~~

~~None~~Item 4. Submission of Matters to a Vote of Securities Holders

17None.

Item 65. ~~Exhibits~~Other Information

Exhibit
Number	Description
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation (incorporated by reference from our Form SB-2 Registration Statement, filed on August 23, 2006)
3.2	Bylaws (incorporated by reference from our Form SB-2 Registration Statement, filed on August 23, 2006)
3.3	Certificate of Change (incorporated by reference from our Current Report on Form 8-K, filed on January 29, 2007)
3.4	Certificate of Change (incorporated by reference from our Current Report on Form 8-K, filed on July 11, 2007)
(4)	Instruments defining the rights of security holders, including indentures
4.1	Specimen Stock Certificate (incorporated by reference from our Form SB-2 Registration Statement, filed on August 23, 2006)
(10)	Material Contracts
10.1	Trust Agreement (incorporated by reference from our Form SB-2 Registration Statement, filed on August 23, 2006)
10.2	Mining Acquisition Agreement dated February 9, 2007 with Minera Primecap S.A. (incorporated by reference from our Current Report on Form 8-K, filed on March 15, 2007)
10.3	Mining Acquisition Agreement dated August 23, 2007 with James Sikora (incorporated by reference from our Current Report on Form 8-K, filed on August 31, 2007)
10.4	Unsecured Promissory Note effective September 2, 2008 with Estella Management Holdings
10.5*	Partial Settlement Agreement and Release dated August 20, 2008
10.7*	Partial Settlement Agreement and Release dated September 17, 2008
10.8*	Partial Settlement Agreement and Release dated October 2, 2008
10.9*	Partial Settlement Agreement and Release dated October 16, 2008
10.10*	Debt Conversion Agreement between our company and FundTech Solutions, LLC
(14)	Code of Ethics
14.1	Mining Acquisition Agreement dated August 23, 2007 with James Sikora (incorporated by reference from our Current Report on Form 8-K, filed on August 31, 2007)

None.

18Item 6. Exhibits

Exhibit
Number	Description
(31)	Rule 13a-14(a)/15d-14(a) Certifications
(3)	(i) Articles of Incorporation; and (ii) Bylaws
31.1*	Section 302 Certifications under Sarbanes-Oxley Act of 2002
3.1	Articles of Incorporation (incorporated by reference from our Form SB-2 Registration Statement, filed on August 23, 2006)
(32)	Section 1350 Certifications
3.2	Bylaws (incorporated by reference from our Form SB-2 Registration Statement, filed on August 23, 2006)
32.1*	Section 906 Certifications under Sarbanes-Oxley Act of 2002
3.3	Certificate of Change (incorporated by reference from our Current Report on Form 8-K, filed on January 29, 2007)
3.4	Certificate of Change (incorporated by reference from our Current Report on Form 8-K, filed on July 11, 2007)
(4)	Instruments defining the rights of security holders, including indentures
4.1	Specimen Stock Certificate (incorporated by reference from our Form SB-2 Registration Statement, filed on August 23, 2006)
(10)	Material Contracts
10.1	Trust Agreement (incorporated by reference from our Form SB-2 Registration Statement, filed on August 23, 2006)
10.2	Mining Acquisition Agreement dated February 9, 2007 with Minera Primecap S.A. (incorporated by reference from our Current Report on Form 8-K, filed on March 15, 2007)

* Filed herewith.18

Exhibit
Number	Description

10.3	Mining Acquisition Agreement dated August 23, 2007 with James Sikora (incorporated by reference from our Current Report on Form 8-K, filed on August 31, 2007)

10.4	Unsecured Promissory Note effective September 2, 2008 with Estella Management Holdings

10.5	Partial Settlement Agreement and Release dated August 20, 2008 (incorporated by reference from our Quarterly Report on Form 10-Q, filed on March 23, 2009)

10.6	Partial Settlement Agreement and Release dated August 7, 2008 (incorporated by reference from our Quarterly Report on Form 10-Q, filed on March 23, 2009)

10.7	Partial Settlement Agreement and Release dated September 17, 2008 (incorporated by reference from our Quarterly Report on Form 10-Q, filed on March 23, 2009)

10.8	Partial Settlement Agreement and Release dated October 2, 2008 (incorporated by reference from our Quarterly Report on Form 10-Q, filed on March 23, 2009)

10.9	Partial Settlement Agreement and Release dated October 16, 2008 (incorporated by reference from our Quarterly Report on Form 10-Q, filed on March 23, 2009)

10.10	Debt Conversion Agreement between our company and FundTech Solutions, LLC (incorporated by reference from our Quarterly Report on Form 10-Q, filed on March 23, 2009)

(14)	Code of Ethics

14.1	Mining Acquisition Agreement dated August 23, 2007 with James Sikora (incorporated by reference from our Current Report on Form 8-K, filed on August 31, 2007)

(31)	Rule 13a-14(a)/15d-14(a) Certifications

31.1*	Section 302 Certifications under Sarbanes-Oxley Act of 2002

(32)	Section 1350 Certifications

32.1*	Section 906 Certifications under Sarbanes-Oxley Act of 2002
* Filed herewith.

~~SIGNATURES~~19

Pursuant to the requirements of Section 13 or 15(d) 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.SIGNATURES

	GEMINI EXPLORATIONS, INC.
	(Registrant)
Dated: March 23, 2009	/s/ Michael Hill
	Michael Hill
	President, Chief Executive Officer, Secretary,
	Treasurer and Director
	(Principal Executive Officer, Principal Financial
	Officer and Principal Accounting Officer)

		GEMINI EXPLORATIONS, INC.
		(Registrant)


Dated: September 21, 2009		/s/ Michael Hill
		Michael Hill
		President, Chief Executive Officer, Secretary,
		Treasurer and Director
		(Principal Executive Officer, Principal Financial
		Officer and Principal Accounting Officer)

Filing Compare · GEMINI EXPLORATIONS, INC.