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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2008

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [   ] to [  
]

Commission file number 000-52399

GEMINI EXPLORATIONS, INC.(Name of small business issuer in its charter)

|Nevada                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|Suite 103, 240-11th Avenue SW, Calgary, Alberta                      |                                     
|Canada                                                               | T2R 0C3                             
|(Address of principal executive offices)                             | (Zip Code)                          

Issuers telephone number 403.697.4877

Securities registered pursuant to Section 12(b) of the Exchange
Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

Securities registered pursuant to Section 12(g) of the Exchange
Act:

Common Shares, par value $0.001(Title of class)

Check whether the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [   ]

Note:Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange act from their obligations under those Sections.

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has beensubject to such filing requirements for the past
90 days.

Yes [X]   No [   ]

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2

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will
be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [   ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ 
 ]   No [X]

State issuers revenues for its most recent fiscal year. $Nil

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked prices of such
common equity, as of a specified date within 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

68,250,000 common shares @ $0.0445(1)= $3,037,125

(1)Average of bid and ask closing prices on August
4, 2008.

State the number of shares outstanding of each of the issuers
classes of equity stock, as of the latest practicable date.

69,250,000 common shares issued and outstanding as of August
4, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format (Check one): Yes
[   ]   No [X].

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PART I

ITEM
1.           DESCRIPTION OF
BUSINESS.

This annual report contains forward-looking statements as that
term is defined in Section 27A of the United States Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. 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 companys 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.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States generally accepted
accounting principles.

In this annual report, unless otherwise specified, all
references to common shares refer to the common shares of our capital stock.

As used in this annual report, the terms we, us and our
mean Gemini Explorations, Inc., unless otherwise indicated.

Corporate History

Our company was incorporated in the State of Nevada on January
26, 2006. On January 18, 2007 we effected a 9 for 1 stock split of our common
stock. As a result our authorized capital increased to 450,000,000 shares of
common stock with a par value of $0.001.

Our common shares were quoted for trading on the OTCBB under
the symbol "GMNX.OB". On January 29, 2007 our symbol changed to GMXP.OB.

On July 10, 2007, we effected a 2 for 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.OB.

Our executive offices are located at Suite 103, 240  11th
Avenue SW, Calgary, Alberta Canada T2R 0C3.

In May 2006, Mr. Salameh, our former president and a former
member of our board of directors acquired one mineral property containing 16
contiguous cells in British Columbia, Canada by arranging the staking of the
same through James W. McLeod, a non affiliated third party for $3,500. Mr.
McLeod is a self employed contract staker and field worker residing in Surrey,
British Columbia. We have not paid and do not intend to reimburse Mr. Salameh
for the cost of acquiring the claim.

Canadian jurisdictions allow a mineral explorer to claim a
portion of available Crown lands as its exclusive area for exploration by
depositing posts or other visible markers to indicate a claimed area. The
process of posting the area is known as staking. The claim is recorded in the
name of Mr. 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

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4

paid to Mr. Hill to transfer the property to us. Mr. Hill
executed a declaration of trust wherein he agreed to hold the property for us
and would deliver title upon our demand.

To date we have not performed any work on the property and have
since let the mineral claim lapse.

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.

On August 23, 2007, we entered into a mining acquisition
agreement with 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
the remaining 20% interest in the Los Chorros mine within 18 months of the
effective date.

On August 6, 2008, Minera entered into an assignment of debt
with Tuxedo Holdings Ltd., wherein Minera has assigned their interest in a
services agreement dated February 28, 2007 between our company and Minera. We
are now indebted to Tuxedo under the assignment of debt in the amount of
$250,000.

Our Current Business

We are 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 and Los Chorros projects located in Colombia. Accordingly, there is no
assurance that a commercially viable mineral deposit, a reserve, exists in our
properties; in fact, the likelihood that a commercially viable mineral deposit
exists is remote.

On February 9, 2007, we entered into a mining acquisition
agreement with Mineral 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, Narino, Colombia (the La Planada project). In
consideration for the interest, we agreed to pay to Mineral Primecap S.A.
$150,000, which has been paid and to issue 5,000,000 post-split shares of common
stock of our company, which shares have been issued.

On August 6, 2008, Minera entered into an assignment of debt
with Tuxedo Holdings Ltd., wherein Minera has assigned their interest in a
services agreement dated February 28, 2007 between our company and Minera. We
are now indebted to Tuxedo under the assignment of debt in the amount of
$250,000.

During the year ended April 30, 2008, sampling and trenching
were conducted on the La Planada project. We intend to conduct roadwork
trenching, sampling and identification of drilling targets for gold on our La
Planada gold project. In addition, we held meetings with a TSX listed mineral
and exploration company to discuss joint venture development of La Planada.

On August 23, 2007, we entered into a mining acquisition
agreement with 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
the remaining 20% interest in the Los Chorros mine within 18 months of the
effective date.

During the year ended April 30, 2008, sampling and trenching
were conducted on the Los Chorros property. In addition, we are in the process
of mine upgrade designing and expansion planning. RMS Ross Corporation, a

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5

company that provides us with consulting services for mining
operations, met with senior management and geologists of Minera Primecap
Geological Services in Colombia to plan the mill design and upgrade.

For the year ended April 30, 2008, we incurred $199,782 in
exploration costs.

Competition

The mining industry is intensely competitive. We compete with
numerous individuals and companies, including many major mining companies, which
have substantially greater technical, financial and operational resources and
staffs. Accordingly, there is a high degree of competition for access to funds.
There are other competitors that have operations in the area and the presence of
these competitors could adversely affect our ability to compete for financing
and obtain the service providers, staff or equipment necessary for the
exploration and exploitation of our properties.

Compliance with Government Regulation

Mining operations and exploration activities are subject to
various national, state, provincial and local laws and regulations in United
States and Colombia, as well as other jurisdictions, which govern prospecting,
development, mining, production, exports, taxes, labor standards, occupational
health, waste disposal, protection of the environment, mine safety, hazardous
substances and other matters.

We believe that we are and will continue to be in compliance in
all material respects with applicable statutes and the regulations passed in
Colombia and the United States. There are no current orders or directions
relating to our company with respect to the foregoing laws and regulations.

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.

RISK FACTORS

Much of the information included in this annual report includes
or is based upon estimates, projections or other forward looking statements.
Such forward looking statements include any projections and estimates made by us
and our management in connection with our business operations. While these
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.

Such estimates, projections or other forward looking
statements involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other forward looking statements.

Because our auditors have issued a going concern opinion,
there is substantial uncertainty we will continue activities in which case you
could lose your investment.

Our auditors have issued a going concern opinion. This means
that there is substantial doubt that we can continue as an ongoing business for
the next twelve months. As such we may have to cease activities and you could
lose your investment.

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Because the probability of an individual prospect ever
having reserves is extremely remote, any funds spent on exploration will
probably be lost.

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.

We lack an operating history and have losses which we expect
to continue into the future. As a result, we may have to suspend or cease
activities.

We were incorporated in January 2006 and we have not started
our proposed business activities or realized any revenues. We have no operating
history upon which an evaluation of our future success or failure can be made.
Our net loss from inception to April 30, 2008 is $2,260,926. Our ability to
achieve and maintain profitability and positive cash flow is dependent upon:

- our ability to locate a profitable mineral property
- our ability to generate revenues
- our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses
in 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
generate revenues in the future. Failure to generate revenues will cause us to
suspend or cease activities.

Because we will have to spend additional funds to determine
if we have a reserve, if we can't raise the money we will have to cease
operations and you could lose your investment.

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

Our management has limited experience with exploring for,
starting, and operating an exploration program. Further, our management has no
direct training or experience in these areas and as a result may not be fully
aware of many of the specific 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 have to suspend or cease activities which will
result in the loss of your investment.

Because we are small and do not have much capital, we may
have to limit our exploration activity which may result in a loss of your
investment.

Because we are small and do not have much capital, we must
limit our exploration activity. As such we may not be able to complete an
exploration program that is as thorough as we would like. In that event, an
existing reserve may go undiscovered. Without a reserve, we cannot generate
revenues and you will lose your investment.

We may not have access to all of the supplies and materials
we need to begin exploration which could cause us to delay or suspend
activities.

Competition and unforeseen limited sources of supplies in the
industry could result in occasional spot shortages of supplies, such as
dynamite, and certain equipment such as bulldozers and excavators that we might
need to conduct

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exploration. We have not attempted to locate or negotiate with
any suppliers of products, equipment or materials. If we cannot find the
products and equipment we need, we will have to suspend our exploration plans
until we do find the products and equipment we need.

All of our projects are located in Colombia where mineral
exploration activities may be affected in varying degrees by political and
government regulations which could have a negative impact on our ability to
continue our operations.

Our projects are located in Colombia. Exploration activities in
Colombia may be affected in varying degrees by political instabilities and
government regulations relating to the mining industry. Any changes in
regulations or shifts in political conditions are beyond our control and may
adversely affect our business. Operations may be affected in varying degrees by
government regulations with respect to restrictions on production, price
controls, export controls, income taxes, expropriations of property,
environmental legislation and safety. The status of Colombia 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.
Notwithstanding the progress achieved in restructuring Colombia political
institutions and revitalizing its economy, the present administration, or any
successor government, may not be able to sustain the progress achieved. While
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 continue its growth or suffers a recession, we may not be able to
continue our operations in that country. We do not carry political risk
insurance.

Trading in our common shares on the OTC Bulletin Board is
limited and sporadic making it difficult for our shareholders to sell their
shares or liquidate their investments.

Our 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.

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.

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations which may limit a stockholders
ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an 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 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, to deliver 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 in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for

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8

the purchaser and receive the purchasers written 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.

The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a stockholder's ability
to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of 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.

ITEM
2.           DESCRIPTION OF
PROPERTY.

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.

La Planada Property

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.

Los Chorros Property

On August 23, 2007, we entered into a mining acquisition
agreement with 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
the remaining 20% interest in the Los Chorros mine within 18 months of the
effective date.

ITEM
3.           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 annual 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

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9

owing under accounts payable in the amount of two hundred and
fifty thousand ($250,000.00) in principal plus interest.

We 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 currently only have the means to satisfy payment of Tuxedo,
Ice Cap and Outboards bona fide claims through the issuance of authorized
shares to Tuxedo, Ice Cap and Outboard.

The parties involved have agreed to partially resolve, settle,
and compromise Tuxedo, Ice Cap and Outboards bona fide claims that they have
asserted against our company, which arise out of or relate to the service
agreement, in the amount of two hundred and fifty thousand dollars ($250,000)
due and owing, which amount shall be deducted from the balance owing under the
service agreement which is two hundred and five thousand dollars ($205,000).

Following entry of an order by the Court we will issue and
deliver to Tuxedo, Ice Cap and Outboard shares of our common stock, par value
$0.01 per share, sufficient to satisfy the compromised amount through the
issuance of freely trading securities. The parties agree that the total amount
of common stock to be delivered by our company to satisfy the compromised amount
shall be three million five hundred thousand (3,500,000) freely trading shares
of common stock to Tuxedo, three million five hundred thousand (3,500,000)
freely trading shares of common stock to Outboard and three million five hundred
thousand (3,500,000) freely trading shares of common stock to Ice Cap.

The parties agree that delivery of the freely trading
settlement shares shall satisfy our obligation to the extent stated above
regarding the debenture.

ITEM
4.           SUBMISSIONS OF
MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II

|ITEM 5. | MARKET FOR COMMON EQUITY AND
      RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF
      EQUITY SECURITIES
|------- | -----------------------------------------------------------------------------------------------------------------------------

Our common shares are quoted on the Over-The-Counter Bulletin
Board under the trading symbol GMNX.OB. Our shares have been quoted on the
Over-The-Counter Bulletin Board since October 13, 2006. On January 29, 2007 our
symbol changed to GMXP.OB and to GXPI.OB on July 11, 2007.

The high and low bid prices of our common stock for the periods
indicated below are as follows:

National Association of Securities Dealers
      OTC Bulletin Board(1)Quarter Ended
    High
    LowApril 30, 2008
    $0.10
    $0.02January 31, 2008
    $0.22
    $0.08October 31, 2007
    $0.18
    $0.06July 31, 2007
    $0.49
    $0.11April 30, 2007
    $1.09
    $0.27January 31, 2007
    No trades
    No tradesOctober 31, 2006
    No trades
    No tradesJuly 31, 2006
    No trades
    No trades


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10

(1) Over-the-counter market
quotations reflect inter-dealer prices without retail mark-up, mark-down or
commission, and may not represent actual transactions.

Our common shares are issued in registered form. Until August
2008, Empire Stock Transfer Company, 2470 St. Rose Pkwy, Suite 304, Henderson,
NV 89074, (Telephone: 702.818.5898; Facsimile: 702.974.1444) was our registrar
and transfer agent. In August, 2008 we appointed Online Transfer 317 SW Alder
Street, 2nd Floor, Portland, OR 97204 (Telephone: 503.227.2950, Facsimile
503.227.6874) as the registrar and transfer agent of our common shares. On
August 4, 2008, the shareholders' list of our common shares showed 13 registered
shareholders and 69,250,000 shares outstanding.

Dividend Policy

No cash dividends have been paid by our company on our common
stock. We anticipate that our companys future earnings will be retained to
finance the continuing development of our business. The payment of any future
dividends will be at the discretion of our companys board of directors and will
depend upon, among other things, future earnings, any contractual restrictions,
the success of business activity, regulatory and corporate law requirements and
the general financial condition of our company.

Recent Sales of Unregistered Securities

In March 2006, we issued 5,000,000 pre-split shares to Suheil
Salameh, our former president, secretary, treasurer and director in
consideration of $0.001 per share for total proceeds of $5,000. We issued the
securities to a non U.S. person (as that term is defined in Regulation S of the
Securities Act of 1933) in an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933.

In April 2006, we issued 3,000,000 pre-split shares of our
common stock to 40 individuals in consideration of $0.01 per share for total
proceeds of $30,000. We issued the securities to a non U.S. person (as that term
is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.

On March 1, 2007, we cancelled 5,000,000 pre-split shares that
we repurchased from our former president, secretary, treasurer and director in
consideration for the payment of $100,000.

On March 20, 2007, we issued 2,500,000 pre-split shares of our
common stock to Michael Hill in recognition of him becoming a director of our
company. We issued the securities to a non U.S. person (as that term is defined
in Regulation S of the Securities Act of 1933) in an offshore transaction
relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

On March 20, 2007, we also issued 500,000 pre-split shares of
our common stock to Oscar Fernandez in recognition of him becoming a director of
our company. We issued the securities to a non U.S. person (as that term is
defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.

On December 4, 2007, we issued 5,000,000 shares to two U.S.
persons (as that term is defined in Regulation S of the Securities Act of 1933)
in consideration for property payments. We issued the securities relying on the
exemptions from registration provided by Section 4(2) of the Securities Act of
1933 and upon Rule 506 of Regulation D of the Securities Act of 1933.

On February 11, 2008, we issued 2,500,000 shares to one
accredited investor in consideration for property payments. We issued the shares
to one non U.S. person (as that term is defined in Regulation S of the
Securities Act of 1933) in an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933.

On April 16, 2008, we issued 350,000 common shares in the
capital of our company to an accredited investor pursuant to the terms of a
public relations, promotion and marketing letter agreement. We issued all
350,000

---

11

common shares to one U.S. persons (as that term is defined in
Regulation S of the Securities Act of 1933) relying upon Rule 506 of Regulation
D of the Securities Act of 1933.

Also on April 16, 2008, we issued 1,400,000 common shares in
the capital of our company in lieu of a property payment of $50,000 for our Los
Chorros property. We issued all of the 1,400,000 common shares to one non-U.S.
person (as that term is defined in Regulation S of the Securities Act of 1933)
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933, as amended.

Equity Compensation Plan Information

We currently do not have any stock option or equity
compensation plans or arrangements.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended April 30, 2008.

ITEM
6.           MANAGEMENT
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following is a discussion and analysis of our plan of
operation for the next year ended April 30, 2008, and the factors that could
affect our future financial condition and plan of operation.

This discussion and analysis should be read in conjunction with
our financial statements and the notes thereto included elsewhere in this annual
report. Our financial statements are prepared in accordance with United States
generally accepted accounting principles. All references to dollar amounts in
this section are in United States dollars unless expressly stated otherwise.
Please see our Note on Forward Looking Statements and Risk Factors for a
list of our risk factors.

Cash Requirements

There 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.

Not accounting for our working capital deficit of $714,185, we
require additional funds of approximately $270,000 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 the year
ended April 30, 2008. 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 $182 and a working capital deficit in
the amount of $714,185 as of April 30, 2008, 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

---

12

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 Chorros project, both
located in Colombia. Even if we complete our current exploration program and we
are successful in identifying a mineral deposit, we will have to spend
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 as follows:

Estimated Net Expenditures During the Next Twelve Months

General, Administrative and Corporate
      Expenses
    $
    120,000Exploration Expenses (consisting of roadwork, trenching,
      geologists, sampling)
    $
    750,000Professional fees
    $
    50,000Additional Working Capital (note working capital deficit of
      $714,185)
    $
    100,000Total
    $
    1,020,000


Liquidity and Capital Resources

As of the date of this annual report, we have yet to generate
any revenues from our business activities.

We issued 5,000,000 pre-split shares of common stock through a
private placement pursuant to Regulation S of the Securities Act of 1933 to our
former sole officer and director in March 2006 in consideration of $5,000. The
shares were sold to a non-US person and all transactions closed outside the
United States of America. This was accounted for as a purchase of shares of
common stock.

In April 2006, we completed a private placement of 3,000,000
pre-split restricted shares of common stock pursuant to Regulation S of the
Securities Act of 1933 and raised $30,000. All of the shares were sold to non-US
persons and all transactions closed outside the United States of America. This
was accounted for as a purchase of shares of common stock.

In February of 2007, we received a $100,000 unsecured loan from
an arms length investor which was paid directly to the vendor of our La Planada
project. As at April 30, 2007, we received an additional $250,000 unsecured loan
from the same arms length investor. The loans are non-interest bearing,
unsecured and have no fixed repayment terms and we anticipate that the loans
will be converted into an equity investment in the near future.

As of April 30, 2008, our total assets were $19,781 and our
total liabilities were $733,290 and we had a working capital deficit of
$714,185. Our financial statements report a net loss of $828,614 for the year
ended April 30, 2008, compared to a net loss of $1,424,538 for the year ended April 30,
2007. Our loss has decreased primarily as a result of a decrease in mineral
property acquisition costs.

We have suffered recurring losses from operations. The
continuation of our company is dependent upon our company attaining and
maintaining profitable operations and raising additional capital as needed. In
this regard we have raised additional capital through the equity offerings and
loan transactions noted above.

---

13

The continuation of our business is dependent upon obtaining
further financing, a successful program of exploration, 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 commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

There are no 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.

Product Research and Development

We are conducting research in the form of exploration of our La
Planada property. We are not going to buy or sell any plant or significant
equipment during the next twelve months. We will not buy any equipment until we
have located a reserve and we have determined it is economical to extract the
minerals from the land.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve months ending April 30, 2009.

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.

Going 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 their report on the
annual financial statements for the year ended April 30, 2008, our independent
auditors included an explanatory paragraph regarding the substantial doubt about
our ability to continue as a going concern. Our financial statements contain
additional note disclosures describing the circumstances that lead to this
disclosure by our independent auditors.

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.

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 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

---

14

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 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 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 Financial Accounting Standards Board
(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 our company's financial statements.

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 our 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 is not expected to have a material effect on our company's financial
statements.

---

15

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 is not expected to have a
material effect on our company's future reported financial position or results
of operations.

**ITEM
7.**          **FINANCIAL
STATEMENTS.**

Our financial statements are stated in United States dollars
and are prepared in accordance with United States generally accepted accounting
principles.

It is the opinion of management that the audited financial
statements for the fiscal year ended April 30, 2008 include all adjustments
necessary in order to ensure that the audited financial statements are not
misleading.

The following financial statements are filed as part of this
annual report:

|1. | Report of Independent Registered Public Accounting Firm
      of Manning Elliott LLP, Chartered Accountants, dated August 12,
2008;                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                 
|2. | Balance Sheets as at April 30, 2008 and 2007;                                                                                                                   
|   |                                                                                                                                                                 
|3. | Statements of Operations for the years ended April 30,
      2008 and 2007 and for the period from January 26, 2006 (Date of Inception)
      to April 30, 2008;
|   |                                                                                                                                                                 
|4. | Statements of Cash Flows for the years ended April 30,
      2008 and 2007 and for the period from January 26, 2006 (Date of Inception)
      to April 30, 2008;
|   |                                                                                                                                                                 
|5. | Statements of Stockholders Equity (Deficit) for the
      period from January 26, 2006 (Date of Inception) to April 30,
  2008;                                
|   |                                                                                                                                                                 
|6. | Notes to Financial
Statements.                                                                                                                                  

---

16





|Gemini Explorations, Inc.     
|------------------------------
|(An Exploration Stage Company)
|                              
|April 30, 2008                

|                                                              | Index
|------------------------------------------------------------- | -----
|Report of Independent Registered
      Public Accounting Firm | F1  
|Balance Sheets                                                | F2  
|Statements of Operations                                      | F3  
|Statements of Cash Flows                                      | F4  
|Statements of Stockholders
      Equity (Deficit)            | F5  
|Notes to the Financial Statements                             | F6  

---



Report of Independent Registered Public Accounting
  Firm

To the Board of Directors and Stockholders of 
  Gemini
  Explorations, Inc.
  (An Exploration Stage Company)

We have audited the accompanying balance sheets of Gemini
  Explorations, Inc. (An Exploration Stage Company) as of April 30, 2008 and 2007
  and the related statements of operations, cash flows and stockholders equity
  (deficit) for the years then ended and accumulated from January 26, 2006 (Date
  of Inception) to April 30, 2008. These financial statements are the
  responsibility of the Companys management. Our responsibility is to express an
  opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audits to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. An audit
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the financial statements. The Company is not required to have,
  nor were we engaged to perform, an audit of its internal control over financial
  reporting. An audit includes consideration of internal control over financial
  reporting as a basis for designing audit procedures that are appropriate in the
  circumstances, but not for the purpose of expressing an opinion on the
  effectiveness of internal control over financial reporting. Accordingly, we
  express no such opinion. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as
  evaluating the overall financial statement presentation. We believe that our
  audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above,
  present fairly, in all material respects, the financial position of Gemini
  Explorations, Inc., as of April 30, 2008 and 2007, and the results of its
  operations and its cash flows for the years then and accumulated from January
  26, 2006 (Date of Inception) to April 30, 2008 in conformity with accounting
  principles generally accepted in the United States.

The accompanying financial statements have been prepared
  assuming the Company will continue as a going concern. As discussed in Note 1 to
  the financial statements, the Company has not generated any revenue, has a
  working capital deficiency, and has accumulated losses since inception and will
  need additional equity financing to begin realizing its business plan. These
  factors raise substantial doubt about the Companys ability to continue as a
  going concern. Managements plans in regard to these matters are also discussed
  in Note 1. The financial statements do not include any adjustments that might
  result from the outcome of this uncertainty.



CHARTERED ACCOUNTANTS

Vancouver, Canada

August 12, 2008

F-1

---

|Gemini Explorations, Inc.     
|------------------------------
|(An Exploration Stage Company)
|Balance Sheets                
|(Expressed in U.S. dollars)   

|                                                                             |  | April 30,  |   |  | April 30,  |  
|---------------------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
|                                                                             |  | 2008       |   |  | 2007       |  
|                                                                             |  | $          |   |  | $          |  
|                                                                             |  |            |   |  |            |  
|ASSETS                                                                       |  |            |   |  |            |  
|Current Assets                                                               |  |            |   |  |            |  
|Cash                                                                         |  | 182        |   |  | 88,312     |  
|Prepaid expenses (Note 7(b))                                                 |  | 18,923     |   |  |           |  
|Total Current Assets                                                         |  | 19,105     |   |  | 88,312     |  
|Property and
      equipment (Note 3)                                        |  | 676        |   |  | 1,030      |  
|Total Assets                                                                 |  | 19,781     |   |  | 89,342     |  
|                                                                             |  |            |   |  |            |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                        |  |            |   |  |            |  
|Current Liabilities                                                          |  |            |   |  |            |  
|Accounts payable                                                             |  | 221,380    |   |  | 6,067      |  
|Accrued liabilities                                                          |  |           |   |  | 52,292     |  
|Loans payable (Note 4)                                                       |  | 473,787    |   |  | 350,000    |  
|Due
      to a related party (Note 5(b))                                     |  | 38,123     |   |  | 11,878     |  
|Total Liabilities                                                            |  | 733,290    |   |  | 420,237    |  
|Contingencies and Commitments (Note 1, 6 and 8)                              |  |            |   |  |            |  
|Stockholders Deficit                                                        |  |            |   |  |            |  
|Common stock, 900,000,000 shares authorized,
      $0.001 par value;         |  |            |   |  |            |  
|69,250,000
      (April 30, 2007  60,000,000) shares issued and outstanding |  | 69,250     |   |  | 60,000     |  
|Additional paid-in capital (deficit)                                         |  | 1,468,417  |   |  | (118,333   | )
|Common stock subscribed                                                      |  |           |   |  | 1,150,000  |  
|Donated capital                                                              |  | 9,750      |   |  | 9,750      |  
|Deficit accumulated during the exploration
      stage                       |  | (2,260,926 | ) |  | (1,432,312 | )
|Total
      Stockholders Deficit                                            |  | (713,509   | ) |  | (330,895   | )
|Total Liabilities and Stockholders Deficit                                  |  | 19,781     |   |  | 89,342     |  

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

F-2

---

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

|                                                    |  | Accumulated from    |   |  |            |   |  |             |  
|--------------------------------------------------- |  | ------------------- | - |  | ---------- | - |  | ----------- | -
|                                                    |  | January 26, 2006    |   |  | For the    |   |  | For the     |  
|                                                    |  | (Date of Inception) |   |  | Year Ended |   |  | Year Ended  |  
|                                                    |  | to April 30,        |   |  | April 30,  |   |  | April 30,   |  
|                                                    |  | 2008                |   |  | 2008       |   |  | 2007        |  
|                                                    |  | $                   |   |  | $          |   |  | $           |  
|Revenue                                             |  |                    |   |  |           |   |  |            |  
|Expenses                                            |  |                     |   |  |            |   |  |             |  
|Foreign exchange
      loss                         |  | 1,530               |   |  | 1,923      |   |  | 720         |  
|General and administrative (Note
      5(a))        |  | 238,600             |   |  | 151,909    |   |  | 83,593      |  
|Impairment of
      mineral property costs (Note 6) |  | 1,780,789           |   |  | 475,000    |   |  | 1,300,000   |  
|Mineral exploration costs                           |  | 251,898             |   |  | 199,782    |   |  | 52,116      |  
|Total Expenses                                      |  | 2,272,817           |   |  | 828,614    |   |  | 1,436,429   |  
|Net Loss from Operations                            |  | (2,272,817          | ) |  | (828,614   | ) |  | (1,436,429  | )
|Other Income                                        |  |                     |   |  |            |   |  |             |  
|Gain on forgiveness of debt                         |  | 11,891              |   |  |           |   |  | 11,891      |  
|Net Loss                                            |  | (2,260,926          | ) |  | (828,614   | ) |  | (1,424,538  | )
|Net Loss Per Share
       Basic and Diluted        |  |                     |   |  | (0.01      | ) |  | (0.01       | )
|Weighted Average Shares Outstanding                 |  |                     |   |  | 62,615,000 |   |  | 129,386,000 |  

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

F-3

---

|Gemini Explorations, Inc.     
|------------------------------
|(An Exploration Stage Company)
|Statements of Cash Flows      
|(Expressed in U.S. dollars)   

|                                                         |  | Accumulated from    |   |  |            |   |  |            |  
|-------------------------------------------------------- |  | ------------------- | - |  | ---------- | - |  | ---------- | -
|                                                         |  | January 26, 2006    |   |  | For the    |   |  | For the    |  
|                                                         |  | (Date of Inception) |   |  | Year Ended |   |  | Year Ended |  
|                                                         |  | to April 30,        |   |  | April 30,  |   |  | April 30,  |  
|                                                         |  | 2008                |   |  | 2008       |   |  | 2007       |  
|                                                         |  | $                   |   |  | $          |   |  | $          |  
|Operating Activities                                     |  |                     |   |  |            |   |  |            |  
|Net loss                                                 |  | (2,260,926          | ) |  | (828,614   | ) |  | (1,424,538 | )
|Adjustments to reconcile net
      loss to net cash used |  |                     |   |  |            |   |  |            |  
|in operating activities:                                 |  |                     |   |  |            |   |  |            |  
|Amortization                                             |  | 383                 |   |  | 354        |   |  | 29         |  
|Donated rent and services                                |  | 9,750               |   |  |           |   |  | 7,500      |  
|Gain on
      forgiveness of debt                        |  | (11,891             | ) |  |           |   |  | (11,891    | )
|Impairment of mineral property
      costs               |  | 1,780,789           |   |  | 475,000    |   |  | 1,300,000  |  
|Stock-based
      compensation                           |  | 8,744               |   |  | 2,077      |   |  | 6,667      |  
|Changes in operating assets and liabilities:             |  |                     |   |  |            |   |  |            |  
|Accounts payable                                         |  | 155,325             |   |  | 149,258    |   |  | 2,567      |  
|Accrued liabilities                                      |  | 66,055              |   |  | 13,763     |   |  | 52,116     |  
|Due to related party                                     |  | 50,014              |   |  | 26,245     |   |  | 22,847     |  
|Net Cash Used In
      Operating Activities              |  | (201,757            | ) |  | (161,917   | ) |  | (44,527    | )
|Investing Activities                                     |  |                     |   |  |            |   |  |            |  
|Purchase of property and equipment                       |  | (1,059              | ) |  |           |   |  | (1,059     | )
|Mineral property costs                                   |  | (105,789            | ) |  | (50,000    | ) |  | (50,000    | )
|Net Cash Used in
      Investing Activities              |  | (106,848            | ) |  | (50,000    | ) |  | (51,059    | )
|Financing Activities                                     |  |                     |   |  |            |   |  |            |  
|Proceeds from loans payable                              |  | 373,787             |   |  | 123,787    |   |  | 250,000    |  
|Proceeds from issuance of
      common stock             |  | 35,000              |   |  |           |   |  |           |  
|Repurchase of common stock                               |  | (100,000            | ) |  |           |   |  | (100,000   | )
|Net Cash Provided By Financing Activities                |  | 308,787             |   |  | 123,787    |   |  | 150,000    |  
|Increase (Decrease) in Cash                              |  | 182                 |   |  | (88,130    | ) |  | 54,414     |  
|Cash - Beginning of Period                               |  |                    |   |  | 88,312     |   |  | 33,898     |  
|Cash - End of
      Period                               |  | 182                 |   |  | 182        |   |  | 88,312     |  
|Non-cash Investing and Financing Activities              |  |                     |   |  |            |   |  |            |  
|Stock issuable for mineral property costs                |  |                    |   |  |           |   |  | 1,150,000  |  
|Stock issued for mineral property costs                  |  | 50,000              |   |  | 50,000     |   |  |           |  
|Supplemental Disclosures                                 |  |                     |   |  |            |   |  |            |  
|Interest paid                                            |  |                     |   |  |           |   |  |           |  
|Income taxes paid                                        |  |                     |   |  |           |   |  |           |  

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

F-4

---

|Gemini Explorations, Inc.                                                       
|--------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                  
|Statements of Stockholders Equity (Deficit)                                    
|For the Period from January 26, 2006 (Date of Inception) to
      April 30, 2008
|(Expressed in U.S. dollars)                                                     

|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  | Deficit     |   |  |            |  
|--------------------------------------- |  | ----------- | - |  | ------- | - |  | ---------- | - |  | ------- |  |  | ---------- | - |  | ----------- | - |  | ---------- | -
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  | Accumulated |   |  |            |  
|                                        |  |             |   |  |         |   |  | Additional |   |  |         |  |  | Common     |   |  | During the  |   |  |            |  
|                                        |  |             |   |  |         |   |  | Paid-in    |   |  | Donated |  |  | Stock      |   |  | Exploration |   |  |            |  
|                                        |  | Shares      |   |  | Amount  |   |  | Capital    |   |  | Capital |  |  | Subscribed |   |  | Stage       |   |  | Total      |  
|                                        |  | #           |   |  | $       |   |  | $          |   |  | $       |  |  | $          |   |  | $           |   |  | $          |  
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|Balance  January 26, 2006 (Date of     |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|Inception)                              |  |            |   |  |        |   |  |           |   |  |        |  |  |           |   |  |            |   |  |           |  
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|March 21, 2006  common shares          |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|issued for cash at $0.000056 per share  |  | 90,000,000  |   |  | 90,000  |   |  | (85,000    | ) |  |        |  |  |           |   |  |            |   |  | 5,000      |  
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|April 30, 2006  common shares          |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|issued for cash at $0.00056 per share   |  | 54,000,000  |   |  | 54,000  |   |  | (24,000    | ) |  |        |  |  |           |   |  |            |   |  | 30,000     |  
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|Donated rent and services               |  |            |   |  |        |   |  |           |   |  | 2,250   |  |  |           |   |  |            |   |  | 2,250      |  
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|Net loss for the period                 |  |            |   |  |        |   |  |           |   |  |        |  |  |           |   |  | (7,774      | ) |  | (7,774     | )
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|Balance  April 30, 2006                |  | 144,000,000 |   |  | 144,000 |   |  | (109,000   | ) |  | 2,250   |  |  |           |   |  | (7,774      | ) |  | 29,476     |  
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|February 27, 2007  repurchase and      |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|cancellation of common shares at        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|$0.001 per share                        |  | (90,000,000 | ) |  | (90,000 | ) |  | (10,000    | ) |  |        |  |  |           |   |  |            |   |  | (100,000   | )
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|March 20, 2007  issuance of shares     |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|for services at a fair value of $0.001  |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|per share                               |  | 6,000,000   |   |  | 6,000   |   |  | 667        |   |  |        |  |  |           |   |  |            |   |  | 6,667      |  
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|Shares issuable for mineral property    |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|acquisition                             |  |            |   |  |        |   |  |           |   |  |        |  |  | 1,150,000  |   |  |            |   |  | 1,150,000  |  
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|Donated rent and services               |  |            |   |  |        |   |  |           |   |  | 7,500   |  |  |           |   |  |            |   |  | 7,500      |  
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|Net loss for the year                   |  |            |   |  |        |   |  |           |   |  |        |  |  |           |   |  | (1,424,538  | ) |  | (1,424,538 | )
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|Balance  April 30, 2007                |  | 60,000,000  |   |  | 60,000  |   |  | (118,333   | ) |  | 9,750   |  |  | 1,150,000  |   |  | (1,432,312  | ) |  | (330,895   | )
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|December 5, 2007  shares issued        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|pursuant to mineral property            |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|agreement                               |  | 5,000,000   |   |  | 5,000   |   |  | 945,000    |   |  |        |  |  | (575,000   | ) |  |            |   |  | 375,000    |  
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|February 11, 2008  shares issued       |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|pursuant to mineral property            |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|agreement                               |  | 2,500,000   |   |  | 2,500   |   |  | 572,500    |   |  |        |  |  | (575,000   | ) |  |            |   |  |           |  
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|April 16, 2008  issuance of shares in  |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|lieu of mineral property payment        |  | 1,400,000   |   |  | 1,400   |   |  | 48,600     |   |  |        |  |  |           |   |  |            |   |  | 50,000     |  
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|April 16, 2008  issuance of shares for |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|services at a fair value of $0.06 per   |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|share                                   |  | 350,000     |   |  | 350     |   |  | 20,650     |   |  |        |  |  |           |   |  |            |   |  | 21,000     |  
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|Net loss for the year                   |  |            |   |  |        |   |  |           |   |  |        |  |  |           |   |  | (828,614    | ) |  | (828,614   | )
|                                        |  |             |   |  |         |   |  |            |   |  |         |  |  |            |   |  |             |   |  |            |  
|Balance  April
      30, 2008          |  | 69,250,000  |   |  | 69,250  |   |  | 1,468,417  |   |  | 9,750   |  |  |           |   |  | (2,260,926  | ) |  | (713,509   | )

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

F-5

---

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

|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 resources. 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 April 30, 2008, the Company has a working capital deficit of
      $714,185, has never generated any revenues and has accumulated losses of
      $2,260,926 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-6

---

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

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | f)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | g)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | h)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | i)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | j)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | k)                                                          
|   |                                                             
|   |                                                             

F-7

---

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

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | l)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   | m)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             

F-8

---

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

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------
|   |                                                             
|   | m)                                                          
|   |                                                             
|   |                                                             
|   |                                                             
|   |                                                             

|3. | Property and Equipment
|-- | ----------------------

| |                                |  |       |  |  |              |  |  | April 30,    |  |  | April 30,    | 
| | ------------------------------ |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                                |  |       |  |  |              |  |  | 2008         |  |  | 2007         | 
| |                                |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                                |  | Cost  |  |  | Depreciation |  |  | Value        |  |  | Value        | 
| |                                |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                                |  |       |  |  |              |  |  |              |  |  |              | 
| | Office furniture and equipment |  | 1,059 |  |  | 383          |  |  | 676          |  |  | 1,030        | 

|4. | Loans Payable             
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        
|   |                           
|5. | Related Party Transactions
|   |                           
|   | a)                        
|   |                           
|   | b)                        

F-9

---

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

|6. | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|7. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8. | Commitment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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.

F-10

---

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

|9. | Income Taxes                                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                     
|   | The Company has net operating losses carried forward of
      approximately $665,000 available to offset taxable income in future years
      which expire beginning in fiscal 2026.                                                
|   |                                                                                                                                                                                                                                     
|   | The income tax benefit differs from the amount computed
      by applying the federal income tax rate of 35% to net loss before income
      taxes for the periods ended April 30, 2008 and 2007 as a result of the
      following:

| |                                       |  | Year Ended |   |  | Year Ended |  
| | ------------------------------------- |  | ---------- | - |  | ---------- | -
| |                                       |  | April 30,  |   |  | April 30,  |  
| |                                       |  | 2008       |   |  | 2007       |  
| |                                       |  | $          |   |  | $          |  
| | Income tax recovery at statutory rate |  | (290,015   | ) |  | (498,588   | )
| | Permanent differences                 |  | 151,413    |   |  | 406,281    |  
| | Temporary differences                 |  | 50         |   |  | (27        | )
| | Change in
      valuation allowance   |  | 138,552    |   |  | 92,334     |  
| | Provision for income taxes            |  |           |   |  |           |  

Significant components of the Companys
  deferred tax assets and liabilities as at April 30, 2008 and 2007, after
  applying enacted corporate income tax rates, are as follows:

| |                                      |  | April 30, |   |  | April 30, |  
| | ------------------------------------ |  | --------- | - |  | --------- | -
| |                                      |  | 2008      |   |  | 2007      |  
| |                                      |  | $         |   |  | $         |  
| | Net operating losses carried forward |  | 232,819   |   |  | 94,267    |  
| | Valuation
      allowance            |  | (232,819  | ) |  | (94,267   | )
| | Net deferred income tax asset        |  |          |   |  |          |  

|10. | Subsequent Events
|--- | -----------------
|    |                  
|    | a)               
|    |                  
|    | b)               

F-11

---



17

**ITEM
8.**          **CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.**

None.

**ITEM
8A.**        **CONTROLS
AND PROCEDURES.**

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 rules and forms, and that such information
is accumulated and communicated to our management, including our president and
chief executive officer (who is acting as our principal executive officer,
principal financial officer and principle accounting officer) to allow for
timely decisions regarding required disclosure. In designing and evaluating our
disclosure controls and procedures, our management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and our
management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

As of April 30, 2008, the end of the year covered by this
report, our president and chief executive officer (who is acting as our
principal executive officer, principal financial officer and principle
accounting officer) carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures. Based on the foregoing,
our president and chief executive officer (who is acting as our principal
executive officer, principal financial officer and principle accounting officer)
concluded that our disclosure controls and procedures were not effective as of the
end of the period covered by this annual report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the year ended April 30, 2008 that
have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.

**ITEM
8A(T)**     **CONTROLS AND
PROCEDURES.**

Managements Report on Disclosure Controls and
Procedures

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 rules and forms, and that such information
is accumulated and communicated to our management, including our president (also
our principal executive officer, principal financial officer and principal
accounting officer) to allow for timely decisions regarding required
disclosure.

Managements Annual Report on Internal Control over Financial
Reporting. Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Under the supervision and
with the participation of our management, including our president (also our
principal executive officer, principal financial officer and principal
accounting officer), we conducted an evaluation of the effectiveness of our
internal control over financial reporting as of April 30, 2008 using the
criteria established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of our companys annual or
interim financial statements will not be prevented or detected on a timely
basis. In its assessment of the effectiveness of internal control over financial
reporting as of April 30, 2008, we determined that there were control
deficiencies that constituted material weaknesses, as described below.

1.           We
do not employ an Audit Committee  While not being legally obligated to have an
audit committee, it is managements view that such a committee, including a
financial expert member, is an utmost important entity level control over our
financial statement. Currently our board of directors acts in the capacity of
the Audit

---

18

Committee, consisting of two members, one who is not
independent of management as he is the sole officer and the other member lacks
sufficient financial expertise for overseeing financial reporting
responsibilities.

2.        Dual signatures of
cheques- We only have one cheque signing authority. Management feels that the
lack of dual signatures on cheques can increase the likelihood of
misappropriation of assets given the fact that there is only one person with
signing authority.

3.        We did not
maintain proper segregation of duties for the preparation of our financial
statements  As of April 30, 2008 the majority of the preparation of financial
statements was carried out by one person. In addition, we currently only have
one officer/director having oversight on all transactions. This has resulted in
several deficiencies including:

a)Significant, non-standard journal entries were prepared and approved by the
same person, without being checked or approved by any other personnel within our
company. In addition, approval of significant transactions was not documented as
approved by our board of directors.

b)Lack of control over preparation of financial statements and proper
application of accounting policies.

Accordingly, we have concluded that these control deficiencies
resulted in a reasonable possibility that a material misstatement of the annual
or interim financial statements will not be prevented or detected on a timely
basis by the companys internal controls.

As a result of the material weaknesses described above,
management has concluded that our company did not maintain effective internal
control over financial reporting as of April 30, 2008 based on criteria
established in Internal ControlIntegrated Framework issued by COSO.

Manning Elliott LLP, an independent registered public
accounting firm, was not required to and has not issued a report concerning the
effectiveness of our internal control over financial reporting as of April 30,
2008.

Continuing Remediation Efforts to address deficiencies in
Companys Internal Control over Financial Reporting

We
are currently engaged in the review, documentation and remediation of our
disclosure controls and procedures. Once we are engaged in a business of merit
and has sufficient personnel available, then our board of directors, in
particular and in connection with the aforementioned deficiencies, will
establish the following remediation measures:

| | 1. | Our board of directors will nominate an audit committee
      and audit committee financial expert.                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                 
| | 2. | We will appoint additional personnel to assist with the
      preparation of our companys financial statements; which will allow for
      proper segregation of duties, as well as additional manpower for proper
      documentation.        
| |    |                                                                                                                                                                                                                                                 
| | 3. | Our board of directors will appoint a member of
      management to act as the secondary authorized signatory on our companys
      bank account; to decrease the likelihood of misappropriation of our
      companys assets.                
| |    |                                                                                                                                                                                                                                                 
| | 4. | We will establish policies to ensure that all significant
      transactions resulting in non-standard journal entries are reviewed and
      approved by our board of directors and that approval be documented in our
      corporate records.

Managements Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Securities Exchange Act, as amended). In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of control procedures. The objectives of
internal control include providing management with reasonable, but not absolute,
assurance that assets are safeguarded against loss from unauthorized use or
disposition, and that transactions are executed in accordance with managements
authorization and recorded properly to permit the preparation of consolidated
financial statements in conformity with accounting principles generally accepted
in the United States. Our management assessed the effectiveness of our internal
control over financial reporting as of April 30, 2008. In

---

19

making this assessment, our management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework. Our management has
concluded that, as of April 30, 2008, our internal control over financial
reporting is effective in providing reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with US generally accepted accounting
principles. Our management reviewed the results of their assessment with the
Audit Committee of our Board of Directors.

This annual report does not include an attestation report of
our companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by our
companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit our company to provide only
managements report in this annual report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgement and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial
Reporting

There have been no significant changes in our internal controls
over financial reporting that occurred during the year ended April 30, 2008 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

ITEM 8B.        
OTHER INFORMATION

None.

PART III

|ITEM 9. | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL
      PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF
      THE EXCHANGE ACT.
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------

Directors and Executive Officers, Promoters and Control
Persons

All directors of our company hold office until the next annual
  meeting of our shareholders and until such directors successor is elected
  and has been qualified, or until such directors earlier death, resignation
  or removal. The following table sets forth the names, positions and ages of
  our executive officers and directors. Our board of directors elects officers
  and their terms of office are at the discretion of our board of directors.

---

20

Name
    Position Held with the
      Company
    Age
    Date First
      Elected or AppointedMichael Hill Oscar Fernandez
    Director President,
      Secretary, Treasurer and Chief Executive Officer Director
    48 52
    January 5, 2007 February
      14, 2007 February 14, 2007


Business Experience

The following is a brief account of the education and business
experience during at least the past five years of our director and executive
officer, indicating his principal occupation during that period, and the name
and principal business of the organization in which such occupation and
employment were carried out.

Michael Hill

Mr. Hill has over twenty years of experience in venture capital
finance, investment banking and business development in North America, Europe
and South America. Mr. Hill has extensive involvement in the initial start up
and secondary funding of both private and public companies in a variety of
sectors including: mining exploration, oil and gas, cable and media, technology
and biotechnology. He has successfully completed and participated in
transactions ranging up to $250,000,000 and has been an intricate participant in
numerous merger and acquisition strategies. Mr. Hill began his investment career
in 1987 at Burns Fry Ltd. and worked at Scotia McLeod, Majendie Charlton and
Research Capital Ltd.

In 2002, Mr. Hill left Research Capital and started his own
finance and consulting company. Since that time, Mr. Hill has been active in
private and public companies operating in California, British Columbia and
Colombia South America.

For the past year, Mr. Hill has consulted and worked on his
third South American mining exploration and development project. From 1994 to
1996 he worked closely with Minera Andes Inc. to fund and develop their mining
exploration program in Argentina. Mr. Hill went on to finance a gold and copper
exploration company in Brazil from 1996 thru 1999 that continues today as a
private company. Mr. Hills current focus is to explore and develop precious
metal deposits in Colombia and bring them forward to the public market place.

Oscar Fernandez

Mr. Oscar Fernandez is a Colombian citizen residing in
Medellin, Colombia. Mr. Fernandez attended Jorge Robledo University and
Louisiana State University graduating in 1979 from the International Trade and
Finance faculty with a degree in International Finance. In 1980 Mr. Fernandez
worked with the Irving Trust Co. of New York and then moved to Banco Comercial
Antioqueno where he spent the next 14 years in management and executive roles
with specific experience as both International Division Manager and
International Vice President overseeing international banking operations.

Mr. Fernandez and his family have extensive agricultural,
cattle and timber holdings throughout Colombia where he spent the past 14 years
in his role as General Manager.

Mr. Fernandez is the President of the board of directors of the
Regional Timber Growers Association for Colombia and Board President for the
Instituto de Capacitacion Los Alamos an institution dedicated to helping persons
with mental disabilities.

Mr. Fernandez brings a wealth of Colombian business knowledge
and contacts to his position as director and board member of our company.

---

21

Family Relationships

There are no family relationships among our directors or
executive officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

|1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                
|2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                
|3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
|   |                                                                                                                                                                                                                                                                                                                                
|4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.             

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended April 30, 2007, all filing requirements
applicable to its officers, directors and greater than 10% percent beneficial
owners were complied with, with the exception of the following:

Name
    Number of LateReports
    Number of Transactions NotReported on a Timely Basis
    Failure to FileRequested FormsMichael Hill
    2(1)(2)
    1(1)
    NilOscar Fernandez
    2(1)(2)
    1(1)
    Nil


|(1) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 3  Initial Statement of
      Beneficial Ownership of Securities.   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                          
|(1) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 4 - Statement of Changes in
      Beneficial Ownership of Securities.

Code of Ethics

Effective July 24, 2007, our companys board of directors
adopted a Code of Business Conduct and Ethics that applies to, among other
persons, our companys President (being our Principal Executive Officer) and our
companys Secretary (being our Principal Financial and Accounting Officer and
Controller), as well as persons performing similar functions. As adopted, our
Code of Business Conduct and Ethics sets forth written standards that are
designed to deter wrongdoing and to promote:

|1. | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

22

|2. | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                              
|3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
|   |                                                                                                                                                                                                                              
|4. | the prompt internal reporting of violations of the Code
      of Business Conduct and Ethics to an appropriate person or persons
      identified in the Code of Business Conduct and Ethics; and                            
|   |                                                                                                                                                                                                                              
|5. | accountability for adherence to the Code of Business
      Conduct and Ethics.                                                                                                                                               

Our Code of Business Conduct and Ethics requires, among other
things, that all of our companys personnel shall be accorded full access to our
President and Secretary with respect to any matter which may arise relating to
the Code of Business Conduct and Ethics. Further, all of our companys personnel
are to be accorded full access to our companys board of directors if any such
matter involves an alleged breach of the Code of Business Conduct and Ethics by
our President or Secretary.

In addition, our Code of Business Conduct and Ethics emphasizes
that all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our company,
consistent with generally accepted accounting principles, and federal,
provincial and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to his or her immediate supervisor or to our companys President or
Secretary. If the incident involves an alleged breach of the Code of Business
Conduct and Ethics by the President or Secretary, the incident must be reported
to any member of our board of directors. Any failure to report such
inappropriate or irregular conduct of others is to be treated as a severe
disciplinary matter. It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
companys Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics will be filed with the
Securities and Exchange Commission as Exhibit 14.1 to this annual report on Form
10-KSB. We will provide a copy of the Code of Business Conduct and Ethics to any
person without charge, upon request. Requests can be sent to: Gemini
Explorations, Inc., of Suite 103, 240  11th Avenue SW, Calgary, Alberta T2R 0C3
Canada.

Nomination Process

As of August 4, 2008, we did not effect any material changes to
the procedures by which our shareholders may recommend nominees to our board of
directors. Our board of directors does not have a policy with regards to the
consideration of any director candidates recommended by our shareholders. Our
board of directors has determined that it is in the best position to evaluate
our companys requirements as well as the qualifications of each candidate when
the board considers a nominee for a position on our board of directors. If
shareholders wish to recommend candidates directly to our board, they may do so
by sending communications to the President of our company at the address on the
cover of this annual report.

Audit Committee and Audit Committee Financial Expert

We do not have a standing audit committee at the present time.
Our board of directors has determined that we do not have a board member that
qualifies as an audit committee financial expert as defined in Item 401(e) of
Regulation S-B, nor do we have a board member that qualifies as independent as
the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended.

We believe that the members of our board of directors are
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. The board of directors
of our company does not believe that it is necessary to have an audit committee
because we believe that the functions of an audit committee can be adequately
performed by the board of directors, consisting of Michael Hill and Oscar
Fernandez. In addition, we believe that retaining an independent director who
would qualify as an audit committee

---

23

financial expert would be overly costly and burdensome and is
not warranted in our circumstances given the early stages of our development and
the fact that we have not generated any revenues from operations to date.

ITEM 10.     EXECUTIVE COMPENSATION.

Executive Compensation

The particulars of compensation paid to the following persons:

|(a) | our principal executive officer;                                                                                                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                     
|(b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the year
      ended April 30, 2008; and                                                                      
|    |                                                                                                                                                                                                                                     
|(c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the year ended
      April 30, 2008,

who we will collectively refer to as our named executive
officers, of our company for the years ended April 30, 2008 and April 30, 2007,
are set out in the following summary compensation table, except that no
disclosure is provided for any named executive officer, other than our principal
executive officer, whose total compensation does not exceed $100,000 for the
respective fiscal year:

SUMMARY COMPENSATION TABLENameand
        PrincipalPosition
      Year
      Salary($)
      Bonus($)
      StockAwards($)
      OptionAwards($)
      Non-EquityIncentivePlanCompensa-tion($)
      Change inPensionValue andNonqualifiedDeferredCompensationEarnings($)
      AllOtherCompensa-tion($)
      Total($)Michael Hill, 
        Chief Executive 
        Officer, President, 
        Secretary and 
        Treasurer (1)
      2008 
        2007
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        5,556 (2)
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        5,556Suheil Salameh 
        former Chief 
        Executive Officer, 
        President, Secretary 
        and Treasurer(3)
      2008 
        2007
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil
      N/A 
        Nil


|(1) | Mr. Hill was appointed the Chief Executive Officer,
      President, Secretary and Treasurer of our company on February 14,
    2007.                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                    
|(2) | On March 20, 2007 we issued 2,500,000 pre-split shares to
      Mr. Hill in consideration for his services as a director of our
      company.                                                                                                     
|    |                                                                                                                                                                                                                                                    
|(3) | Mr. Salameh was appointed the Chief Executive Officer,
      President, Secretary and Treasurer of our company on January 26, 2006 and
      resigned as or Chief Executive Officer, President, Secretary and Treasurer
      on February 14, 2007.

There are no compensatory plans or arrangements with respect to
our executive officers resulting from their resignation, retirement or other
termination of employment or from a change of control.

---

24

Outstanding Equity Awards at Fiscal Year-End

As at April 30, 2008, there were no unexercised options or
stock that had not vested in regards to our executive officers, and there were
no equity incentive plan awards for our executive officers during the year ended
April 30, 2008.

Options Grants in the Year Ended April 30, 3008

During the year ended April 30, 2008, no stock options were
granted to our executive officers.

Aggregated Options Exercised in the Year Ended April 30,
2008 and Year End Option Values

There were no stock options exercised during the year ended
April 30, 2008 and no stock options held by our executive officers at the end of
the year ended April 30, 2008.

Repricing of Options/SARS

We did not reprice any options previously granted to our
executive officers during the year ended April 30, 2008.

Director Compensation

Directors of our company may be paid for their expenses incurred
  in attending each meeting of the directors. In addition to expenses, directors
  may be paid a sum for attending each meeting of the directors or may receive
  a stated salary as director. No payment precludes any director from serving
  our company in any other capacity and being compensated for such service. Members
  of special or standing committees may be allowed similar reimbursement and compensation
  for attending committee meetings. During the year ended April 30, 2008, we did
  not pay any compensation or grant any stock options to our directors, except
  that on March 20, 2007 we issued 500,000 pre-split shares to Oscar Fernandez
  in consideration for his services as a director.

|ITEM 11. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|-------- | -----------------------------------------------------------------------------------------------------

The following table sets forth, as of August 4, 2008, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers. Each person
has sole voting and investment power with respect to the shares of common stock.
Beneficial ownership consists of a direct interest in the shares of common
stock, except as otherwise indicated.

Name and Address of Beneficial Owner
      Amount and Nature of Beneficial Ownership
      Percentage of Class(1)Michael Hill Suite 103, 240  11th Avenue
      SW Calgary, Alberta T2R 0C3 Oscar Fernandez Carrera 32 1 B
      Sur-51 Of. 618 Mall Ventura Medellin, Colombia Tribeca
      Investments Inc. PO Box N  1852 Nassau, Bahama
    Nil 1,000,000
      5,000,000
    0.00% 1.44%
      7.22%Directors and Executive Officers as a
      Group(1)
    1,000,000 common shares
    1.44%


---

25

|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on August 4, 2008. As of August 4, 2008, there
      were 69,250,000 shares of our companys common stock issued and
      outstanding.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Change in Control

We are not aware of any arrangement that might result in a
change in control of our company in the future.

Equity Plan Compensation Information

Our company does not currently have a stock option plan or
other form of equity plan.

ITEM 12.     CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

No director, executive officer, principal shareholder holding
at least 5% of our common shares, or any family member thereof, had any material
interest, direct or indirect, in any transaction, or proposed transaction,
during the year ended April 30, 2008, in which the amount involved in the
transaction exceeded or exceeds the lesser of $120,000 or one percent of the
average of our total assets at the year end for the last three completed fiscal
years.

During the year ended April 30, 2008, we recognized $2,250 for
donated rent and $4,500 for donated services provided by our former President.
On April 1, 2007, we commenced paying rent and accordingly ceased recording
donated rent. On March 20, 2007, we issued 6,000,000 shares at a fair value of
$6,667 to two directors in consideration for agreeing to become directors.
Accordingly, we ceased to record donated services.

As at April 30, 2008, we are indebted to our President in the
amount of $38,123(April 30, 2007 - $11,878) representing expenses paid on behalf
of our Company. The amount due is unsecured, non-interest bearing, and due on
demand.

Corporate Governance

We do not have a standing audit committee at the present time.
Our board of directors has determined that we do not have a board member that
qualifies as an "audit committee financial expert" as defined in Item
407(d)(5)(ii) of Regulation S-B. We have determined, however, that Oscar
Fernandez is an independent director as defined in section 803 of the Amex
Company Guide.

We believe that our members of our board of directors are
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. The board of directors
of our company does not believe that it is necessary to have an audit committee
because we believe that the functions of an audit committee can be adequately
performed by the board of directors. In addition, we believe that retaining an
independent director who would qualify as an audit committee financial expert
would be overly costly and burdensome and is not warranted in our circumstances
given the early stages of our development and the fact that we have not
generated any revenues from operations to date.

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26

Transactions with Independent Directors

Our independent director did not enter into any transaction,
relationship or arrangement during the year ended April 30, 2008 that was
considered by our board of directors in determining whether the director
maintained his independence in accordance with section 803 of the Amex Company
Guide.

ITEM 13.     EXHIBITS.

|Exhibit |                                                                                                                                                                                       
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                           
|        |                                                                                                                                                                                       
|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)                                                                 
|        |                                                                                                                                                                                       
|4.1     | Specimen Stock Certificate (incorporated
        by reference from our Form SB-2 Registration Statement, filed on August
        23, 2006)                                            
|        |                                                                                                                                                                                       
|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)        
|        |                                                                                                                                                                                       
|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)        
|        |                                                                                                                                                                                       
|31.1*   | Section
        302 Certifications under Sarbanes-Oxley Act of 2002                                                                                                                   
|        |                                                                                                                                                                                       
|32.1*   | Section
        906 Certifications under Sarbanes-Oxley Act of 2002                                                                                                                   

*Filed herewith

ITEM 14.     PRINCIPAL ACCOUNTANT FEES
AND SERVICES

Audit Fees

The aggregate fees billed by Manning Elliott LLP, Chartered
Accountants, for professional services rendered for the audit of our annual
financial statements included in our annual report on Form 10-KSB for the fiscal
year ended April 30, 2008 and April 30, 2007 were $22,511 and $9,090
respectively.

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27

Audit Related Fees

For the fiscal years ended April 30, 2008 and April 30, 2007,
the aggregate fees billed for assurance and related services by Manning Elliott LLP
relating to the performance of the audit of our financial statements which are
not reported under the caption Audit Fees above, was $nil and $nil
respectively.

Tax Fees

For the fiscal years ended April 30, 2008 and April 30, 2007
the aggregate fees billed by Manning Elliott LLP for other non-audit professional
services, other than those services listed above, totalled $nil and $nil
respectively.

All Other Fees

We did not incur any other fees, other than described above,
during the years ended April 30, 2008 and April 30, 2007.

Our board of directors, who acts as our audit committee, has
adopted a policy governing the pre-approval by the board of directors of all
services, audit and non-audit, to be provided to our company by our independent
auditors. Under the policy, the board or directors has pre-approved the
provision by our independent auditors of specific audit, audit related, tax and
other non-audit services as being consistent with auditor independence. Requests
or applications to provide services that require the specific pre-approval of
the board of directors must be submitted to the board of directors by the
independent auditors, and the independent auditors must advise the board of
directors as to whether, in the independent auditors view, the request or
application is consistent with the Securities and Exchange Commission's rules on
auditor independence.

The board of directors has considered the nature and amount of
the fees billed by Manning Elliott and believes that the provision of the
services for activities unrelated to the audit is compatible with maintaining
the independence of Manning Elliott.

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28

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

GEMINI EXPLORATIONS, INC.

By:/s/ Michael
Hill
Michael Hill Chief Executive Officer, President, Secretary, Treasurer
and Director (Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)

Date: August 13, 2008

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

By:/s/ Michael
Hill
Michael Hill Chief Executive Officer, President, Secretary, Treasurer
and Director (Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)

Date: August 13, 2008



By: /s/ Oscar
FernandezOscar Fernandez Director

Date: August 13, 2008



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