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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K/A
  Amendment No. 1

(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, 2009

[   ] 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.(Exact name of registrant as specified 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)

Registrant's telephone number, including area code:
403.697.4877

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

|Title of Each Class | Name of Each Exchange On Which Registered
|------------------- | -----------------------------------------
|N/A                 | N/A                                      

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

N/A
(Title of class)

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 the Securities Act. Yes [   ] No [ x ]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act Yes [   ] No [ x ]

Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the last 90 days.
Yes [ x ] No [   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-K (§229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
Yes [   ] No [   ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not 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-K or any amendment to this Form 10-K. [   ]

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

|Large accelerated filer [   ] | Accelerated filer [   ]        
|----------------------------- | -------------------------------
|Non-accelerated filer [   ]   | Smaller reporting company [ x ]

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

The aggregate market value of Common Stock held by
non-affiliates of the Registrant on July 21, 2009 was $313,512 based on a $0.07
closing price for the Common Stock on July 21, 2009. For purposes of this
computation, all executive officers and directors have been deemed to be
affiliates. Such determination should not be deemed to be an admission that such
executive officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest practicable date.

4,483,749 shares of common stock issued & outstanding as of
August 11, 2009

DOCUMENTS INCORPORATED BY REFERENCE

None.

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Explanatory Note on Amendment:

We are filing this Amendment No. 1 to our Annual Report on Form 10-K for our year ended April 30, 2009 filed with the Securities and Exchange Commission on August 13, 2009 (the “Original Report”) to state that our company is not a shell company (as defined in Rule 12b-2 of the Exchange Act) as was incorrectly marked on our Original Report.

No other changes have been made to the Original Report. This Amendment speaks as of the original filing date of the Original Report, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way and other disclosures made in the Original Report.

2

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TABLE OF CONTENTS

|Item 1.      | Business                                                                                             | 4 
|------------ | ---------------------------------------------------------------------------------------------------- | --
|Item 1A.     | Risk Factors                                                                                         | 7 
|Item 2.      | Properties                                                                                           | 10
|Item 3.      | Legal Proceedings                                                                                    | 11
|Item 4.      | Submissions of Matters to a Vote of Security Holders                                                 | 12
|Item 5.      | Market for Common Equity and
      Related Stockholder Matters                                       | 12
|Item 6.      | Selected Financial Data                                                                              | 16
|Item 7.      | Managements Discussion
      and Analysis of Financial Condition and Results of Operations          | 16
|Item 7A.     | Quantitative and Qualitative Disclosures About Market Risk                                           | 21
|Item 8.      | Financial Statements and Supplementary
      Data                                                    | 21
|Item 9.      | Changes in and
      Disagreements with Accountants on Accounting and Financial Disclosure           | 23
|Item 9A (T). | Controls and Procedures                                                                              | 23
|Item 9B.     | Other Information                                                                                    | 24
|Item 10.     | Directors, Executive Officers
      and Corporate Governance                                         | 24
|Item 11.     | Executive Compensation                                                                               | 27
|Item 12.     | Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder Matters | 28
|Item 13.     | Certain Relationships and Related Transactions, and Director
      Independence                      | 29
|Item 14.     | Principal Accountants Fees
      and Services                                                        | 29
|Item 15.     | Exhibits, Financial Statement Schedules                                                              | 30

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PART I

|Item 1. | Business
|------- | --------

This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

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 dollar
amounts are expressed in United States Dollars and all references to common
shares refer to the common shares in our capital stock.

As used in this annual report, the terms we, us, our
company, mean Gemini Explorations, Inc. a Nevada corporation, 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 nine (9) for one (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". On January 29, 2007 our symbol changed to GMXP.

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

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 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.

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

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

Effective August 1, 2008, we issued a $100,000 8% convertible
debenture to Galleon Investments Ltd. All or any portion of the amounts due
under the convertible debenture, which matures on November 1, 2008, may be
converted at any time, at the option of the holder, into common shares of our
company at a conversion price of seventy five percent (75%) of the average of
the three lowest closing bid prices of our common stock for the five trading
days immediately prior to the date that we receive notice of conversion of the
convertible debenture.

On August 13, 2008, we issued a convertible note pursuant to
which we could receive advances of up to $500,000 until December 31, 2008. Upon
advance of funds the note bears interest at 8% per annum and matures 90 days
after the advance of funds. The total amount of advances received pursuant to
the note are convertible at any time, at the option of the holder into shares of
common stock of our company at a conversion rate of 75% of the average of the
three lowest closing bid prices of our common stock for the five trading days
immediately prior to the date a conversion notice is received by the Company.

Pursuant to the note we received advances of $50,000 each on
September 24, 2008, and October 14, 2008 and $25,000 each on March 26, 2009,
March 30, 2009 and April 17, 2009.

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

On February 10, 2009, we authorized the issuance of an
aggregate of 75,000,000 shares of our common stock to FundTech and its assignees
pursuant to the debt conversion agreement. Subsequent to our quarter ended
January 31, 2009, the remaining 125,000,000 shares of common stock were issued
to FundTech and its assignees.

Other than as set out herein, we have not been involved in any
bankruptcy, receivership or similar proceedings, nor have we been a party to any
material reclassification, merger, consolidation or purchase or sale of a
significant amount of assets not in the ordinary course of our business.

Effective June 18, 2009, we effected a two-hundred (200) for
one (1) share consolidation of our issued and outstanding common stock. As a
result, our authorized capital decreased from 900,000,000 shares of common stock

5

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with a par value of $0.001 to 4,500,000 shares of common stock
with a par value of $0.001 and our issued and outstanding shares decreased from
896,750,000 shares of common stock to 4,483,750 shares of common stock.

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

Effective June 30, 2009, our board of directors unanimously
approved an amendment to Article II, Section 5 of our bylaws. Prior to the
amendment, a quorum at a meeting of our stockholders was a majority of the
shares of our common stock entitled to vote on a matter represented at the
meeting in person or by proxy. The amendment decreases the quorum requirement to
require stockholders holding at least five percent (5%) of the shares of our
common stock entitled to vote on the matter represented at the meeting in person
or by proxy. As at the date of this Annual Report, we have filed a preliminary
Schedule 14A, Proxy Statement, and we intend to hold a meeting of our
stockholders on August 20, 2009, subject to compliance with all applicable
securities laws.

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 project located in Colombia. Accordingly, there is no assurance that a
commercially viable mineral deposit, a reserve, exists in the property; in fact,
the likelihood that a commercially viable mineral deposit exists is remote.

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, Nariño, 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.

During the quarter ended January 31, 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 quarter ended April 30, 2008, sampling and trenching
were conducted on the La Tapata property (previously named Los Chorros). In
addition, we are in the process of mine upgrade designing and expansion
planning. RMS Ross Corporation, a 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.

During the year ended April 30, 2009 meetings were held with
potential JV partners with the goal of executing a JV agreement, which would
serve to expedite the accomplishment of the transition of La Tapata into a
profitable production gold mine and expedite the exploration work on La
Planda.

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

6

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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.

Going Concern

We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock. At this time, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock or through a loan from our
directors to meet our obligations over the next twelve months. We do not have
any arrangements in place for any future equity financing.

Subsidiaries

We do not have any subsidiaries.

Intellectual Property

We do not own, either legally or beneficially, any patent or
trademark.

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to our
stockholders but will voluntarily send an annual report, together with our
annual audited financial statements upon request. We are required to file
annual, quarterly and current reports, proxy statements, and other information
with the Securities and Exchange Commission. Our Securities and Exchange
Commission filings are available to the public over the Internet at the SEC's
website at http://www.sec.gov.

The public may read and copy any materials filed by us with the
SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The Internet address of the site is http://www.sec.gov.

|Item 1A. | 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

7

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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.

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, 2009 is $4,245,300. 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

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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 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.

9

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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 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 1B. | Unresolved Staff Comments
|-------- | -------------------------

None.

|Item 2. | Properties
|------- | ----------

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

Description, Location and Access

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

10

---

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.

La Tapata Property (previously named Los Chorros
Property)

Description, Location and Access

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.

Exploration History

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

Future Exploration

As part of the process to place the mine into operation the
company intends to carry out the last of the geological/mineralogical surveys
required to finalize the details of the plan to maximize the cost effectiveness
of the actual production and processing operation. includes the decision to
determine the economic viability of selecting the appropriate technology process
which would allow for the production of silver, copper and lead in addition to
gold.

|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 owing under accounts payable in the amount of two hundred and fifty
thousand ($250,000) 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.

On August 7, 2008, we entered into a partial settlement
agreement and release with Tuxedo, Ice Cap and Outboard. Under the agreement,
each of Tuxedo, Ice Cap and Outboard have agreed to partially resolve their bona
fide claim with our company for the agreed upon sum of $45,000 which amount
shall be deducted from the balance due and

11

---

owing under the service agreement which is $250,000. In
consideration for the partial settlement and release, we have agreed to issue
3,500,000 freely trading common shares to each of Tuxedo, Ice Cap and Outboard.
Such shares were issued in reliance upon Section 3(a)(10) of the Securities Act
of 1933.

On August 20, 2008, we entered into a partial settlement
agreement and release with Tuxedo, Ice Cap and Outboard. Under the agreement,
each of Tuxedo, Ice Cap and Outboard have agreed to partially resolve their bona
fide claim with our company for the agreed upon sum of $30,000 which amount
shall be deducted from the balance due and owing under the service agreement
which is $205,000. In consideration for the partial settlement and release, we
have agreed to issue 4,500,000 freely trading common shares to each of Tuxedo,
Ice Cap and Outboard. Such shares were issued in reliance upon Section 3(a)(10)
of the Securities Act of 1933.

On September 17, 2008, we entered into a partial settlement
agreement and release with Tuxedo, Ice Cap, Outboard and Compass. Under the
agreement, each of Tuxedo, Ice Cap, Outboard and Compass have agreed to
partially resolve their bona fide claim with our company for the agreed upon sum
of $20,000 which amount shall be deducted from the balance due and owing under
the service agreement which is $175,000. In consideration for the partial
settlement and release, we have agreed to issue 5,000,000 freely trading common
shares to each of Tuxedo, Ice Cap, Outboard and Compass. Such shares were issued
in reliance upon Section 3(a)(10) of the Securities Act of 1933.

On October 2, 2008, we entered into a partial settlement
agreement and release with Tuxedo, Ice Cap and Outboard. Under the agreement,
each of Tuxedo, Ice Cap and Outboard have agreed to partially resolve their bona
fide claim with our company for the agreed upon sum of $15,000 which amount
shall be deducted from the balance due and owing under the service agreement
which is $155,000. In consideration for the partial settlement and release, we
have agreed to issue 6,500,000 freely trading common shares to each of Tuxedo,
Ice Cap and Outboard. Such shares were issued in reliance upon Section 3(a)(10)
of the Securities Act of 1933.

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

On March 19, 2009, April 1, 2009, April 8, 2009, April 16, 2009
and April 23, 2009, we entered into additional partial settlement agreements and
releases with Tuxedo, Ice Cap and Outboard. Under the agreements, each of
Tuxedo, Ice Cap and Outboard have agreed to partially resolve their bona fide
claim with our company for the total agreed upon sum of $50,000 which amount
shall be deducted from the balance due and owing under the service agreement
which is $125,000. In consideration for the partial settlement and release, we
have agreed to issue 150,000,000 freely trading common shares to each of Tuxedo
and Ice Cap and 200,000,000 freely trading common shares to Outboard. Such
shares were issued in reliance upon Section 3(a)(10) of Securities Act of
1933.

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
|------- | ----------------------------------------------------------

There were no matters submitted to a vote of our security
holders either through solicitation of proxies or otherwise in the fourth
quarter of the fiscal year ended April 30, 2009.

PART II

|Item 5. | Market for Common Equity and Related
      Stockholder Matters
|------- | --------------------------------------------------------------

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

12

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National Association of Securities Dealers OTC Bulletin
      Board(1)Quarter
      Ended
    High
    LowApril 30, 2009
    $0.0025
    $0.0004January 31, 2009
    $0.0033
    $0.0015October 31, 2008
    $0.047
    $0.0004July 31, 2008
    $0.095
    $0.033April 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
    $0.27


(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 July 21, 2009, the list of stockholders for our shares of
common stock showed 14 registered stockholders and 4,483,749 shares of common
stock outstanding.

Dividends

We have not declared any dividends on our common stock since
the inception of our company on January 26, 2006. There is no restriction in our
Articles of Incorporation and Bylaws that will limit our ability to pay
dividends on our common stock. However, we do not anticipate declaring and
paying dividends to our shareholders in the near future.

Equity Compensation Plan Information

The following table provides a summary of the securities
authorized for issuance under Equity Compensation Plans, the weighted average
price and number of securities remaining available for issuance, all as at April
30, 2009.

13

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|                                                             |  |                      |  |  |                      |  |  | Number of securities    | 
|------------------------------------------------------------ |  | -------------------- |  |  | -------------------- |  |  | ----------------------- | 
|                                                             |  |                      |  |  |                      |  |  | remaining available for | 
|                                                             |  | Number of securities |  |  |                      |  |  | future issuance under   | 
|                                                             |  | to be issued upon    |  |  | Weighted average     |  |  | equity compensation     | 
|                                                             |  | exercise of          |  |  | exercise price of    |  |  | plans (excluding        | 
|                                                             |  | outstanding options, |  |  | outstanding options, |  |  | securities reflected in | 
|Plan category                                                |  | warrants and rights  |  |  | warrants and rights  |  |  | column (a))             | 
|                                                             |  | (a)                  |  |  | (b)                  |  |  | (c)                     | 
|                                                             |  |                      |  |  |                      |  |  |                         | 
|Equity compensation plans approved by
      security holders |  | N/A                  |  |  | N/A                  |  |  | N/A                     | 
|                                                             |  |                      |  |  |                      |  |  |                         | 
|Equity compensation plans not approved by security holders   |  | N/A                  |  |  | N/A                  |  |  | N/A                     | 
|                                                             |  |                      |  |  |                      |  |  |                         | 
|Total                                                        |  | N/A                  |  |  | N/A                  |  |  | N/A                     | 

Purchase of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during the year ended April 30, 2009.

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.

14

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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 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.

Effective August 1, 2008, we issued a $100,000 8% convertible
debenture to Galleon Investments Ltd. All or any portion of the amounts due
under the convertible debenture, which matures on November 1, 2008, may be
converted at any time, at the option of the holder, into common shares of our
company at a conversion price of seventy five percent (75%) of the average of
the three lowest closing bid prices of our common stock for the five trading
days immediately prior to the date that we receive notice of conversion of the
convertible debenture.

The issuance of the convertible debenture and the securities
issuable upon conversion of the convertible debenture was made pursuant to the
exemption from registration requirements of the United States Securities Act
of 1933, as amended (the Securities Act) provided by Regulation S
promulgated thereunder. The creditor is not a U.S. person (as that term is
defined in Regulation S).

On August 7, 2008, we agreed to issue to each of Tuxedo, Ice
Cap and Outboard 3,500,000 freely trading shares of our common stock. Such
shares were issued in connection with a partial settlement agreement and release
dated August 7, 2008. The shares were issued in reliance upon Section 3(a)(10)
of the Securities Act of 1933.

On August 20, 2008, we agreed to issue to each of Tuxedo, Ice
Cap and Outboard 4,500,000 freely trading shares of our common stock. Such
shares were issued in connection with a partial settlement agreement and release
dated August 20, 2008. The shares were issued in reliance upon Section 3(a)(10)
of the Securities Act of 1933.

On September 17, 2008, we agreed to issue to each of Tuxedo,
Ice Cap, Outboard and Compass 5,000,000 freely trading shares of our common
stock. Such shares were issued in connection with a partial settlement agreement
and release dated September 17, 2008. The shares were issued in reliance upon
Section 3(a)(10) of the Securities Act of 1933.

On October 2, 2008, we agreed to issue to each of Tuxedo, Ice
Cap and Outboard 6,500,000 freely trading shares of our common stock. Such
shares were issued in connection with a partial settlement agreement and release
dated October 2, 2008. The shares were issued in reliance upon Section 3(a)(10)
of the Securities Act of 1933.

On October 16, 2008, we agreed to issue to each of Tuxedo, Ice
Cap and Outboard 8,000,000 freely trading shares of our common stock. Such
shares were issued in connection with a partial settlement agreement and release
dated October 16, 2008. The shares were issued in reliance upon Section 3(a)(10)
of the Securities Act of 1933.

Effective February 10, 2009, we issued 75,000,000 shares of
common stock to four (4) U.S. Persons (as that term is defined in Regulation S
of the Securities Act of 1933) relying upon relying upon Rule 506 of Regulation
D of the Securities Act of 1933, pursuant a debt conversion agreement with
FundTech Solutions, LLC.

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

On each of March 19, 2009, April 1, 2009, April 8, 2009, April
16, 2009 and April 23, 2009, we agreed to issue to 100,000,000 freely trading
shares of our common stock. Such shares were issued in connection with a partial
settlement agreement and release dated October 16, 2008. The shares were issued
in reliance upon Section 3(a)(10) of the Securities Act of 1933.

15

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|Item 6. | Selected Financial Data
|------- | -----------------------

As a smaller reporting company, we are not required to
provide the information required by this Item.

|Item 7. | Managements Discussion and Analysis of
      Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------------

The following discussion should be read in conjunction with our
audited financial statements and the related notes for the years ended April 30,
2009 and April 30, 2008 that appear elsewhere in this annual report. The
following discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ materially from those
discussed in the forward looking statements. Factors that could cause or
contribute to such differences include, but are not limited to those discussed
below and elsewhere in this registration statement, particularly in the section
entitled "Risk Factors" beginning on page 6 of this annual report.

Our audited financial statements are stated in United States
Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.

Plan of Operation

During the next twelve month period, we intend to focus our
efforts on our La Planada property and to continue the mine upgrade design and
planning on our La Tapata property. 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.

Not accounting for our working capital deficit of $957,156, we
require additional funds of approximately $279,000 at a minimum to proceed with
our plan of operation over the next twelve months, exclusive of any acquisition
or exploration costs. As we do not have the funds necessary to cover our
projected operating expenses for the next twelve month period, we will be
required to raise additional funds through the issuance of equity securities,
through loans or through debt financing. There can be no assurance that we will
be successful in raising the required capital or that actual cash requirements
will not exceed our estimates. We intend to fulfill any additional cash
requirement through the sale of our equity securities.

If we are not able to obtain the additional financing on a
timely basis, if and when it is needed, we will be forced to scale down or
perhaps even cease the operation of our business.

Capital Expenditures

We do intend to invest up to $1,000,000 in capital expenditures
during the twelve-month period ending April 30, 2010.

General and Administrative Expenses

We expect to spend $180,000 during the twelve-month period
ending April 30, 2009 on general and administrative expenses including legal and
auditing fees, rent, office equipment and other administrative related expenses.

Product Research and Development

We do anticipate expending funds on research and development,
manufacturing and engineering over the twelve months ending April 30, 2010.

Purchase of Significant Equipment

We do intend to purchase equipment over the twelve months
ending April 30, 2010.

16

---

Personnel Plan

We do not expect any material changes in the number of
employees over the next 12 month period (although we may enter into employment
or consulting agreements with our officers or directors). We do and will
continue to outsource contract employment as needed. As at April 30, 2009, our
only employees were our directors and officers and one administrative
assistant.

Results of Operations for the Years Ended April 30, 2009 and
2008

The following summary of our results of operations should be
read in conjunction with our audited financial statements for the years ended
April 30, 2009 and 2008.

Our operating results for the years ended April 30, 2009 and
2008 are summarized as follows:

Year EndedApril 302009
    
    
    2008Revenue
    $
    Nil
    
    $
    NilOperating Expenses
    $
    387,622
    
    $
    828,614Net Loss
    $
    (387,622
    )
    $
    (828,614
    )


Revenues

We have not earned any revenues since our inception and we do
not anticipate earning revenues in the near future.

Operating Expenses

Our operating expenses for the year ended April 30, 2009 and
April 30, 2008 are outlined in the table below:

Year EndedApril 302009
    
    
    2008Foreign exchange gain (loss)
    $
    (17,553
    )
    $
    1,923General and administrative
    $
    310,675
    
    $
    151,909Impairment of mineral property costs
    $
    Nil
    
    $
    475,000Mineral exploration costs
    $
    94,500
    
    $
    199,782


The decrease in operating expenses for the year ended April 30,
2009, compared to the same period in fiscal 2008, was mainly due to a decrease
in impairment of mineral property costs and mineral exploration costs.

Liquidity and Financial Condition

As of April 30, 2009, our total assets were $6,724 and our
total current liabilities were $963,880 and we had a working capital deficit of
$957,156. Our financial statements report a net loss of $1,984,374 for the year
ended April 30, 2009, and a net loss of $4,245,300 for the period from January
26, 2006 (date of inception) to April 30, 2009.

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 equity offerings and loan
transactions.

17

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Cash FlowsAt
    
    
    AtApril 30, 2009
    
    
    April 30, 2008Net Cash Used in Operating Activities
    $
    (283,762
    )
    $
    (161,917
    )Net Cash Used In Investing Activities
    $
    Nil
    
    $
    (50,000
    )Net Cash Provided by Financing Activities
    $
    290,304
    
    $
    123,787Increase (Decrease) In Cash
    $
    6,542
    
    $
    182


We had cash in the amount of $6,724 as of April 30, 2009 as
compared to $182 as of April 30, 2008. We had a working capital deficit of
$957,156 as of April 30, 2009 compared to working capital deficit of $714,185 as
of April 30, 2008.

Our principal sources of funds have been from sales of our
common stock.

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

Going Concern

The audited financial statements included with this annual
report have been prepared on the going concern basis which assumes that adequate
sources of financing will be obtained as required and that our assets will be
realized and liabilities settled in the ordinary course of business.
Accordingly, the consolidated audited financial statements do not include any
adjustments related to the recoverability of assets and classification of assets
and liabilities that might be necessary should we be unable to continue as a
going concern.

Off-Balance Sheet Arrangements

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

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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

Use of Estimates

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

18

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Mineral Property Costs

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

Long-Lived Assets

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

Income Taxes

Our company accounts for income taxes using the asset and
liability method in accordance with SFAS No. 109, Accounting for Income Taxes.
The asset and liability method provides that deferred tax assets and liabilities
are recognized for the expected future tax consequences of temporary differences
between the financial reporting and tax bases of assets and liabilities, and for
operating loss and tax credit carryforwards. Deferred tax assets and liabilities
are measured using the currently enacted tax rates and laws that will be in
effect when the differences are expected to reverse. Our company records a
valuation allowance to reduce deferred tax assets to the amount that is believed
more likely than not to be realized.

Foreign Currency Translation

Our companys functional and reporting currency is the United
States dollar. Occasional transactions may occur in a foreign currency and
management has adopted SFAS No. 52, Foreign Currency Translation. Monetary
assets and liabilities denominated in foreign currencies are translated using
the exchange rate prevailing at the balance sheet date. Non-monetary assets and
liabilities denominated in foreign currencies are translated at rates of
exchange in effect at the date of the transaction. Average monthly rates are
used to translate revenues and expenses. Gains and losses arising on translation
or settlement of foreign currency denominated transactions or balances are
included in the determination of income

NEW ACCOUNTING PRONOUNCEMENTS

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

19

---

In April 2009 the FASB issued FSP No. 141R-1 Accounting for
Assets Acquired and Liabilities Assumed in a Business Combination That Arise
from Contingencies, or FSP 141R-1. FSP 141R-1 amends the provisions in
Statement 141R for the initial recognition and measurement, subsequent
measurement and accounting, and disclosures for assets and liabilities arising
from contingencies in business combinations. The FSP eliminates the distinction
between contractual and non-contractual contingencies, including the initial
recognition and measurement criteria in Statement 141R and instead carries
forward most of the provisions in SFAS 141 for acquired contingencies. FSP
141R-1 is effective for contingent assets and contingent liabilities acquired in
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. We expect FSP 141R-1 will have an impact on our financial statements,
but the nature and magnitude of the specific effects will depend upon the
nature, term and size of the acquired contingencies. The effect of adopting FSP
141R-1 will depend upon the nature, terms and size of any acquired contingencies
consummated after the effective date of January 1, 2009.

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

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

FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments, provides additional guidance designed to
create greater clarity and consistency in accounting for and presenting
impairment losses on debt securities. FSP FAS 115-2 and FAS 124-2 are effective
for interim and annual periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009. An entity may early adopt
this FSP only if it also elects to early adopt FSP FAS 157-4.

FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair
Value of Financial Instruments, enhances consistency in financial reporting by
increasing the frequency of fair value disclosures. FSP 107-1 and APB 28-1 is
effective for interim periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009. However, an entity may early
adopt these interim fair value disclosure requirements only if it also elects to
early adopt FSP FAS 157-4 and FSP FAS 115-2 and FAS 124-2.

Our company is currently evaluating the impact, if any, that
the adoption of these FSPs will have on our financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. SFAS No. 162 identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of non-governmental entities
that are presented in conformity with generally accepted accounting principles
in the United States. It is effective 60 days following the SECs approval of
the Public Company Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. The adoption of this statement is not expected to have a material
effect on the Companys financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities  an amendment to FASB Statement
No. 133. SFAS No. 161 is intended to improve financial standards for derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better

20

---

understand their effects on an entity's financial position,
financial performance, and cash flows. Entities are required to provide enhanced
disclosures about: (a) how and why an entity uses derivative instruments; (b)
how derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations; and (c) how derivative
instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years beginning after November 15, 2008, with early adoption
encouraged. The adoption of this statement is not expected to have a material
effect on our companys financial statements.

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

In December 2007, 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.

|Item 7A. | Quantitative and Qualitative Disclosures
      About Market Risk
|-------- | ----------------------------------------------------------------

As a smaller reporting company, we are not required to
provide the information required by this Item.

|Item 8. | Financial Statements and Supplementary
      Data
|------- | -------------------------------------------------

Our audited financial statements are stated in United States
dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles.

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

| | Independent Auditor's Report,
      dated August 12, 2009.                                                                                
| | ------------------------------------------------------------------------------------------------------------------------------------------
| | Audited Balance Sheet as at
      April 30, 2009.                                                                                         
| | Audited Statements of Operations
      for the year ended April 30, 2009 and for the year ended April 30, 2008.                           
| | Audited Statements of Changes
      in Stockholders' Equity for the year ended April 30, 2009 and for the year
      ended April 30, 2008.
| | Audited Statements of Cash
      Flows for the year ended April 30, 2009 and for the year ended April 30,
      2008.                     
| | Notes to the Financial Statements.                                                                                                        

21

---

|Gemini Explorations, Inc.     
|------------------------------
|(An Exploration Stage Company)
|                              
|April 30, 2009                

|                                                              | 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
      Deficit                     | F5  
|Notes to the Financial Statements                             | F6  

22

---



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, 2009 and 2008
and the related statements of operations, cash flows and stockholders deficit
for the years then ended and accumulated from January 26, 2006 (Date of
Inception) to April 30, 2009. 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.

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, 2009 and 2008, and the results of its
operations and its cash flows for the years then ended and accumulated from
January 26, 2006 (Date of Inception) to April 30, 2009 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.

/s/ MANNING ELLIOTT LLP

CHARTERED ACCOUNTANTSVancouver, Canada August 12,
2009

F-1

---

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

|                                                                                |  | April 30,  |   |  | April 30,  |  
|------------------------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
|                                                                                |  | 2009       |   |  | 2008       |  
|                                                                                |  | $          |   |  | $          |  
|ASSETS                                                                          |  |            |   |  |            |  
|Current Assets                                                                  |  |            |   |  |            |  
|Cash                                                                            |  | 6,724      |   |  | 182        |  
|Prepaid expenses (Note 9(p))                                                    |  |           |   |  | 18,923     |  
|Total Current Assets                                                            |  | 6,724      |   |  | 19,105     |  
|Property and
      equipment (Note 3)                                           |  | 323        |   |  | 676        |  
|Total Assets                                                                    |  | 7,047      |   |  | 19,781     |  
|                                                                                |  |            |   |  |            |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                           |  |            |   |  |            |  
|Current Liabilities                                                             |  |            |   |  |            |  
|Accounts payable                                                                |  | 129,036    |   |  | 221,380    |  
|Accrued liabilities                                                             |  | 40,051     |   |  |           |  
|Convertible debt, less
      unamortized discount of $50,711 (Note 7)           |  | 235,242    |   |  |           |  
|Derivative liability (Note 7)                                                   |  | 170,460    |   |  |           |  
|Due to a related party (Note
      5)                                           |  |           |   |  | 38,123     |  
|Loans
      payable (Note 4)                                                    |  | 389,091    |   |  | 473,787    |  
|Total Liabilities                                                               |  | 963,880    |   |  | 733,290    |  
|Contingencies and Commitments (Note 1, 6 and 8)                                 |  |            |   |  |            |  
|Stockholders Deficit                                                           |  |            |   |  |            |  
|Common stock, 4,500,000 shares authorized,
      $0.001 par value;              |  |            |   |  |            |  
|4,283,750 shares
      issued and outstanding (April 30, 2008  346,250 shares) |  | 4,284      |   |  | 346        |  
|Additional paid-in capital                                                      |  | 3,274,433  |   |  | 1,537,321  |  
|Donated capital                                                                 |  | 9,750      |   |  | 9,750      |  
|Deficit accumulated during the exploration stage                                |  | (4,245,300 | ) |  | (2,260,926 | )
|Total Stockholders Deficit                                                     |  | (956,833   | ) |  | (713,509   | )
|Total Liabilities
      and Stockholders Deficit                               |  | 7,047      |   |  | 19,781     |  

(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,  |  
|                                                             |  | 2009                |   |  | 2009       |   |  | 2008       |  
|                                                             |  | $                   |   |  | $          |   |  | $          |  
|                                                             |  |                     |   |  |            |   |  |            |  
|Revenue                                                      |  |                    |   |  |           |   |  |           |  
|                                                             |  |                     |   |  |            |   |  |            |  
|Expenses                                                     |  |                     |   |  |            |   |  |            |  
|Foreign exchange gain (loss)                                 |  | (16,023             | ) |  | (17,553    | ) |  | 1,923      |  
|General and
      administrative (Note 5)                    |  | 549,275             |   |  | 310,675    |   |  | 151,909    |  
|Impairment of mineral property
      costs (Note 6(b))       |  | 1,780,789           |   |  |           |   |  | 475,000    |  
|Mineral exploration costs                                    |  | 346,398             |   |  | 94,500     |   |  | 199,782    |  
|Total Expenses                                               |  | 2,660,439           |   |  | 387,622    |   |  | 828,614    |  
|Net Loss from Operations                                     |  | (2,660,439          | ) |  | (387,622   | ) |  | (828,614   | )
|Other Income (Expenses)                                      |  |                     |   |  |            |   |  |            |  
|Gain on change of fair
      value of derivative liabilities |  |                     |   |  |            |   |  |            |  
|(Note 7)                                                     |  | 15,440              |   |  | 15,440     |   |  |           |  
|Interest on convertible
      debt (Note 7)                  |  | (146,142            | ) |  | (146,142   | ) |  |           |  
|Loss on settlement of debt (Note 9)                          |  | (1,454,159          | ) |  | (1,466,050 | ) |  |           |  
|Net Loss                                                     |  | (4,245,300          | ) |  | (1,984,374 | ) |  | (828,614   | )
|                                                             |  |                     |   |  |            |   |  |            |  
|Net Loss Per Share  Basic and Diluted                       |  |                     |   |  | (2.01      | ) |  | (2.65      | )
|                                                             |  |                     |   |  |            |   |  |            |  
|Weighted Average Shares Outstanding                          |  |                     |   |  | 989,210    |   |  | 313,075    |  

(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,  |  
|                                                             |  | 2009                |   |  | 2009       |   |  | 2008       |  
|                                                             |  | $                   |   |  | $          |   |  | $          |  
|Operating Activities                                         |  |                     |   |  |            |   |  |            |  
|Net loss                                                     |  | (4,245,300          | ) |  | (1,984,374 | ) |  | (828,614   | )
|Adjustments to reconcile net
      loss to net cash used in  |  |                     |   |  |            |   |  |            |  
|operating activities:                                        |  |                     |   |  |            |   |  |            |  
|Interest on
      convertible debt                           |  | 146,142             |   |  | 146,142    |   |  |           |  
|Amortization                                                 |  | 736                 |   |  | 353        |   |  | 354        |  
|Donated rent and
      services                              |  | 9,750               |   |  |           |   |  |           |  
|Impairment of mineral property
      costs                   |  | 1,780,789           |   |  |           |   |  | 475,000    |  
|Loss on
      settlement of debt                             |  | 1,454,159           |   |  | 1,466,050  |   |  |           |  
|Gain on change in fair value of
      derivative liabilities |  | (15,440             | ) |  | (15,440    | ) |  |           |  
|Stock-based
      compensation                               |  | 67,167              |   |  | 58,423     |   |  | 2,077      |  
|Changes in operating assets and liabilities:                 |  |                     |   |  |            |   |  |            |  
|Accounts payable                                             |  | 237,981             |   |  | 82,656     |   |  | 149,258    |  
|Accrued liabilities                                          |  | 66,606              |   |  | 551        |   |  | 13,763     |  
|Due to related party                                         |  | 11,891              |   |  | (38,123    | ) |  | 26,245     |  
|Net Cash Used In
      Operating Activities                  |  | (485,519            | ) |  | (283,762   | ) |  | (161,917   | )
|Investing Activities                                         |  |                     |   |  |            |   |  |            |  
|Purchase of property and equipment                           |  | (1,059              | ) |  |           |   |  |           |  
|Mineral property costs                                       |  | (105,789            | ) |  |           |   |  | (50,000    | )
|Net Cash Used in
      Investing Activities                  |  | (106,848            | ) |  |           |   |  | (50,000    | )
|Financing Activities                                         |  |                     |   |  |            |   |  |            |  
|Proceeds from loans payable                                  |  | 398,091             |   |  | 24,304     |   |  | 123,787    |  
|Repayments of loans payable                                  |  | (9,000              | ) |  | (9,000     | ) |  |           |  
|Proceeds from convertible debt                               |  | 275,000             |   |  | 275,000    |   |  |           |  
|Proceeds from issuance of
      common stock                 |  | 35,000              |   |  |           |   |  |           |  
|Repurchase of common stock                                   |  | (100,000            | ) |  |           |   |  |           |  
|Net Cash Flows Provided By Financing Activities              |  | 599,091             |   |  | 290,304    |   |  | 123,787    |  
|Increase (Decrease) in Cash                                  |  | 6,724               |   |  | 6,542      |   |  | (88,130    | )
|Cash - Beginning of Year                                     |  |                    |   |  | 182        |   |  | 88,312     |  
|Cash - End of Year                                           |  | 6,724               |   |  | 6,724      |   |  | 182        |  
|                                                             |  |                     |   |  |            |   |  |            |  
|Non-cash Investing and Financing Activities                  |  |                     |   |  |            |   |  |            |  
|Common shares issued to settle
      debt                    |  | 1,741,050           |   |  | 1,741,050  |   |  |           |  
|Stock
      issued for mineral property costs                |  | 1,575,000           |   |  |           |   |  | 425,000    |  
|                                                             |  |                     |   |  |            |   |  |            |  
|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 Deficit                                             
|For the Period from January 26, 2006 (Date of Inception) to
      April 30, 2009
|(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 $0.01111 per share               | 450,000   |   | 450    |   | 4,550      |   |        |  |           |   |            |   | 5,000      |  
|April 30, 2006  common shares issued for    |           |   |        |   |            |   |         |  |            |   |             |   |            |  
|cash at $0. 1111 per share                   | 270,000   |   | 270    |   | 29,730     |   |        |  |           |   |            |   | 30,000     |  
|Donated rent and services                    |          |   |       |   |           |   | 2,250   |  |           |   |            |   | 2,250      |  
|Net loss for the
      period                |          |   |       |   |           |   |        |  |           |   | (7,774      | ) | (7,774     | )
|Balance  April 30, 2006                     | 720,000   |   | 720    |   | 34,280     |   | 2,250   |  |           |   | (7,774      | ) | 29,476     |  
|February 27, 2007  repurchase and           |           |   |        |   |            |   |         |  |            |   |             |   |            |  
|cancellation of common shares at $0.2222     |           |   |        |   |            |   |         |  |            |   |             |   |            |  
|per share                                    | (450,000  | ) | (450   | ) | (99,550    | ) |        |  |           |   |            |   | (100,000   | )
|March 20, 2007  issuance of shares for      |           |   |        |   |            |   |         |  |            |   |             |   |            |  
|services at a fair value of $0.2222 per      |           |   |        |   |            |   |         |  |            |   |             |   |            |  
|share                                        | 30,000    |   | 30     |   | 6,637      |   |        |  |           |   |            |   | 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                     | 300,000   |   | 300    |   | (58,633    | ) | 9,750   |  | 1,150,000  |   | (1,432,312  | ) | (330,895   | )
|December 5, 2007  shares issued pursuant    |           |   |        |   |            |   |         |  |            |   |             |   |            |  
|to mineral property agreement                | 25,000    |   | 25     |   | 949,975    |   |        |  | (575,000   | ) |            |   | 375,000    |  
|February 11, 2008  shares issued pursuant   |           |   |        |   |            |   |         |  |            |   |             |   |            |  
|to mineral property agreement                | 12,500    |   | 12     |   | 574,988    |   |        |  | (575,000   | ) |            |   |           |  
|April 16, 2008  issuance of shares in lieu  |           |   |        |   |            |   |         |  |            |   |             |   |            |  
|of mineral property payment                  | 7,000     |   | 7      |   | 49,993     |   |        |  |           |   |            |   | 50,000     |  
|April 16, 2008  issuance of shares for      |           |   |        |   |            |   |         |  |            |   |             |   |            |  
|services at a fair value of $12.00 per share | 1,750     |   | 2      |   | 20,998     |   |        |  |           |   |            |   | 21,000     |  
|Net loss for the year                        |          |   |       |   |           |   |        |  |           |   | (828,614    | ) | (828,614   | )
|Balance  April 30, 2008                     | 346,250   |   | 346    |   | 1,537,321  |   | 9,750   |  |           |   | (2,260,926  | ) | (713,509   | )
|Shares issued to settle debt at an average   |           |   |        |   |            |   |         |  |            |   |             |   |            |  
|fair value of $0.4422 per share              | 3,937,500 |   | 3,938  |   | 1,737,112  |   |        |  |           |   |            |   | 1,741,050  |  
|Net loss for the year                        |          |   |       |   |           |   |        |  |           |   | (1,984,374  | ) | (1,984,374 | )
|Balance  April
      30, 2009               | 4,283,750 |   | 4,284  |   | 3,274,433  |   | 9,750   |  |           |   | (4,245,300  | ) | (956,833   | )

(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 properties. The Company has not presently
      determined whether its properties contain mineral reserves that are
      economically recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its
      assets and discharge its liabilities in the normal course of business. The
      Company has never generated revenues since inception and has never paid
      any dividends and is unlikely to pay dividends or generate earnings in the
      immediate or foreseeable future. The continuation of the Company as a
      going concern is dependent upon the continued financial support from its
      shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations, confirmation of the Companys interests
      in the underlying properties, and the attainment of profitable operations.
      As at April 30, 2009, the Company has a working capital deficit of
      $957,156, has never generated any revenues and has accumulated losses of
      $4,245,300 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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)
|-- | ------------------------------------------------------------

| | d) | Comprehensive Loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | SFAS No. 130, Reporting Comprehensive Income,
      establishes standards for the reporting and display of comprehensive loss
      and its components in the financial statements. As at April 30, 2009 and
      2008, the Company has no items that represent a comprehensive loss and,
      therefore, has not included a schedule of comprehensive loss in the
      financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | e) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The Company considers all highly liquid instruments with
      maturity of three months or less at the time of issuance to be cash
      equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | f) | Mineral Property Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The Company has been in the exploration stage since its
      inception on January 26, 2006 and has not yet realized any revenues from
      its planned operations. It is primarily engaged in the acquisition and
      exploration of mining properties. Mineral property exploration costs are
      expensed as incurred. Mineral property acquisition costs are initially
      capitalized when incurred using the guidance in EITF 04-02, Whether
      Mineral Rights Are Tangible or Intangible Assets. The Company
      assesses the carrying costs for impairment under SFAS No. 144,
      Accounting for Impairment or Disposal of Long Lived Assets at
      each fiscal quarter end. When it has been determined that a mineral
      property can be economically developed as a result of establishing proven
      and probable reserves, the costs then incurred to develop such property,
      are capitalized. Such costs will be amortized using the units-of-
      production method over the estimated life of the probable reserve. If
      mineral properties are subsequently abandoned or impaired, any capitalized
      costs will be charged to operations.                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | g) | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Property and equipment consists of office furniture and
      equipment, which are recorded at cost and depreciated over their estimated
      useful life of three years on a straight-line basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | h) | Website Development Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The Company recognizes the costs associated with
      developing a website in accordance with the American Institute of
      Certified Public Accountants (AICPA) Statement of Position (SOP) No.
      98- 1, Accounting for the Costs of Computer Software Developed or
      Obtained for Internal Use. The Company also follows the guidance
      pursuant to the Emerging Issues Task Force (EITF) No. 00-2, Accounting
      for Website Development Costs for website development costs incurred.
      The Company capitalizes website development costs that meet the
      capitalization criteria contained in SOP No. 98-1 unless recoverability of
      costs is not assured. To date the Company has charged all website
      development costs to operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | i) | Long-lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In accordance with SFAS No. 144, Accounting for the
      Impairment or Disposal of Long-Lived Assets, the Company tests
      long-lived assets or asset groups for recoverability when events or
      changes in circumstances indicate that their carrying amount may not be
      recoverable. Circumstances which could trigger a review include, but are
      not limited to: significant decreases in the market price of the asset;
      significant adverse changes in the business climate or legal factors;
      accumulation of costs significantly in excess of the amount originally
      expected for the acquisition or construction of the asset; current period
      cash flow or operating losses combined with a history of losses or a
      forecast of continuing losses associated with the use of the asset; and
      current expectation that the asset will more likely than not be sold or
      disposed significantly before the end of its estimated useful life.
      Recoverability is assessed based on the carrying amount of the asset and
      its fair value which is generally determined based on the sum of the
      undiscounted cash flows expected to result from the use and the eventual
      disposal of the asset, as well as specific appraisal in certain instances.
      An impairment loss is recognized when the carrying amount is not
      recoverable and exceeds fair value.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | j) | Asset Retirement Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | The Company accounts for asset retirement obligations in
      accordance with the provisions of SFAS No. 143 Accounting for Asset
      Retirement Obligations. SFAS No. 143 requires the Company to record
      the fair value of an asset retirement obligation as a liability in the
      period in which it incurs a legal obligation associated with the
      retirement of tangible long-lived assets that result from the acquisition,
      construction, development and/or normal use of the
  assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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)
|-- | ------------------------------------------------------------

| | k) | Financial Instruments and Fair Value
  Measurements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | Effective May 1, 2008, the first day of the Company's
      fiscal year 2009, the Company adopted SFAS 157 "Fair Value Measurements"
      and SFAS No. 159, "The Fair Value Option for Financial Assets and
      Financial Liabilities -- Including an Amendment of FASB Statement No.
      115," for financial assets and liabilities. Adoption did not have a
      material effect on the Company's results of operations. FAS 159 provides
      companies the irrevocable option to measure many financial assets and
      liabilities at fair value with changes in fair value recognized in
      earnings. The Company has not elected to measure any financial assets or
      liabilities at fair value that were not previously required to be measured
      at fair value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | The Company's financial instruments consist principally
      of cash, accounts payable, loans payable, derivative liability and
      convertible debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | The Companys operations are in Canada and the United
      States, which results in exposure to market risks from changes in foreign
      currency rates. The financial risk is the risk to the Companys operations
      that arise from fluctuations in foreign exchange rates and the degree of
      volatility of these rates. Currently, the Company does not use derivative
      instruments to reduce its exposure to foreign currency risk.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | l) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | The Company accounts for income taxes using the asset and
      liability method in accordance with SFAS No. 109, Accounting for
      Income Taxes. The asset and liability method provides that deferred
      tax assets and liabilities are recognized for the expected future tax
      consequences of temporary differences between the financial reporting and
      tax bases of assets and liabilities, and for operating loss and tax credit
      carryforwards. Deferred tax assets and liabilities are measured using the
      currently enacted tax rates and laws that will be in effect when the
      differences are expected to reverse. The Company records a valuation
      allowance to reduce deferred tax assets to the amount that is believed
      more likely than not to be realized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | m) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | The Companys functional and reporting currency is the
      United States dollar. Occasional transactions may occur in a foreign
      currency and management has adopted SFAS No. 52, Foreign Currency
      Translation. Monetary assets and liabilities denominated in foreign
      currencies are translated using the exchange rate prevailing at the
      balance sheet date. Non-monetary assets and liabilities denominated in
      foreign currencies are translated at rates of exchange in effect at the
      date of the transaction. Average monthly rates are used to translate
      revenues and expenses. Gains and losses arising on translation or
      settlement of foreign currency denominated transactions or balances are
      included in the determination of income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | n) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | In May 2009, FASB issued SFAS No. 165, Subsequent
      Events. SFAS 165 establishes general standards of for the evaluation,
      recognition and disclosure of events and transactions that occur after the
      balance sheet date. Although there is new terminology, the standard is
      based on the same principles as those that currently exist in the auditing
      standards. The standard, which includes a new required disclosure of the
      date through which an entity has evaluated subsequent events, is effective
      for interim or annual periods ending after June 15, 2009. The adoption of
      SFAS 165 is not expected to have a material effect on the Companys
      financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | In April 2009 the FASB issued FSP No. 141R-1
      Accounting for Assets Acquired and Liabilities Assumed in a Business
      Combination That Arise from Contingencies, or FSP 141R-1. FSP 141R-1
      amends the provisions in Statement 141R for the initial recognition and
      measurement, subsequent measurement and accounting, and disclosures for
      assets and liabilities arising from contingencies in business
      combinations. The FSP eliminates the distinction between contractual and
      non-contractual contingencies, including the initial recognition and
      measurement criteria in Statement 141R and instead carries forward most of
      the provisions in SFAS 141 for acquired contingencies. FSP 141R-1 is
      effective for contingent assets and contingent liabilities acquired in
      business combinations for which the acquisition date is on or after the
      beginning of the first annual reporting period beginning on or after
      December 15, 2008. We expect FSP 141R-1 will have an impact on our
      financial statements, but the nature and magnitude of the specific effects
      will depend upon the nature, term and size of the acquired contingencies.
      The effect of adopting FSP 141R-1 will depend upon the nature, terms and
      size of any acquired contingencies consummated after the effective date of
      January 1, 2009.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | On April 9, 2009, the FASB issued three FSPs intended to
      provide additional application guidance and enhanced disclosures regarding
      fair value measurements and other-than-temporary impairments of
      securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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)
|-- | ------------------------------------------------------------

| | n) | Recent Accounting Pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | FSP FAS 157-4, Determining Fair Value When the Volume
      and Level of Activity for the Asset or Liability Have Significantly
      Decreased and Identifying Transactions That Are Not Orderly, provides
      guidelines for making fair value measurements more consistent with the
      principles presented in FASB Statement No. 157, Fair Value
      Measurements. FSP FAS 157-4 must be applied prospectively and
      retrospective application is not permitted. FSP FAS 157-4 is effective for
      interim and annual periods ending after June 15, 2009, with early adoption
      permitted for periods ending after March 15, 2009. An entity early
      adopting FSP FAS 157-4 must also early adopt FSP FAS 115-2 and FAS
      124-2.In September 2006, the FASB issued SFAS No. 157, Fair Value
      Measurements. The objective of SFAS No. 157 is to increase
      consistency and comparability in fair value measurements and to expand
      disclosures about fair value measurements. SFAS No. 157 defines fair
      value, establishes a framework for measuring fair value in generally
      accepted accounting principles, and expands disclosures about fair value
      measurements. SFAS No. 157 applies under other accounting pronouncements
      that require or permit fair value measurements and does not require any
      new fair value measurements. The provisions of SFAS No. 157 are effective
      for fair value measurements made in fiscal years beginning after November
      15, 2007. The adoption of this statement did not have a material effect on
      the Company's future financial statements.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | FSP FAS 115-2 and FAS 124-2, Recognition and
      Presentation of Other-Than-Temporary Impairments, provides additional
      guidance designed to create greater clarity and consistency in accounting
      for and presenting impairment losses on debt securities. FSP FAS 115-2 and
      FAS 124-2 are effective for interim and annual periods ending after June
      15, 2009, with early adoption permitted for periods ending after March 15,
      2009. An entity may early adopt this FSP only if it also elects to early
      adopt FSP FAS 157-4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | FSP FAS 107-1 and APB 28-1, Interim Disclosures about
      Fair Value of Financial Instruments, enhances consistency in
      financial reporting by increasing the frequency of fair value disclosures.
      FSP 107-1 and APB 28-1 is effective for interim periods ending after June
      15, 2009, with early adoption permitted for periods ending after March 15,
      2009. However, an entity may early adopt these interim fair value
      disclosure requirements only if it also elects to early adopt FSP FAS
      157-4 and FSP FAS 115-2 and FAS 124-2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | The Company is currently evaluating the impact, if any,
      that the adoption of these FSPs will have on its financial
    statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | In May 2008, the FASB issued SFAS No. 162, The
      Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162
      identifies the sources of accounting principles and the framework for
      selecting the principles to be used in the preparation of financial
      statements of non-governmental entities that are presented in conformity
      with generally accepted accounting principles in the United States. It is
      effective 60 days following the SECs approval of the Public Company
      Accounting Oversight Board amendments to AU Section 411, The Meaning
      of Present Fairly in Conformity With Generally Accepted Accounting
      Principles. The adoption of this statement is not expected to have a
      material effect on the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | In March 2008, the FASB issued SFAS No. 161,
      Disclosures about Derivative Instruments and Hedging Activities  an
      amendment to FASB Statement No. 133. SFAS No. 161 is intended to
      improve financial standards for derivative instruments and hedging
      activities by requiring enhanced disclosures to enable investors to better
      understand their effects on an entity's financial position, financial
      performance, and cash flows. Entities are required to provide enhanced
      disclosures about: (a) how and why an entity uses derivative instruments;
      (b) how derivative instruments and related hedged items are accounted for
      under Statement 133 and its related interpretations; and (c) how
      derivative instruments and related hedged items affect an entitys
      financial position, financial performance, and cash flows. It is effective
      for financial statements issued for fiscal years beginning after November
      15, 2008, with early adoption encouraged. The adoption of this statement
      is not expected to have a material effect on the Companys financial
      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | In December 2007, the FASB issued SFAS No. 141R,
      Business Combinations. This statement replaces SFAS 141 and
      defines the acquirer in a business combination as the entity that obtains
      control of one or more businesses in a business combination and
      establishes the acquisition date as the date that the acquirer achieves
      control. SFAS 141R requires an acquirer to recognize the assets acquired,
      the liabilities assumed, and any noncontrolling interest in the acquiree
      at the acquisition date, measured at their fair values as of that date.
      SFAS 141R also requires the acquirer to recognize contingent consideration
      at the acquisition date, measured at its fair value at that date. This
      statement is effective for fiscal years, and interim periods within those
      fiscal years, beginning on or after December 15, 2008. Earlier adoption is
      prohibited. The adoption of this statement is not expected to have a
      material effect on the Company's financial
statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-9

---

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

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

| | n) | Recent Accounting Pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | In December 2007, the FASB issued SFAS No. 160,
      Noncontrolling Interests in Consolidated Financial Statements
      Liabilities an Amendment of ARB No. 51. This statement amends ARB 51
      to establish accounting and reporting standards for the Noncontrolling
      interest in a subsidiary and for the deconsolidation of a subsidiary. This
      statement is effective for fiscal years, and interim periods within those
      fiscal years, beginning on or after December 15, 2008. Earlier adoption is
      prohibited. The adoption of this statement is not expected to have a
      material effect on the Company's financial
statements.

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

| |                                |  |       |  |  |              |  |  | April 30,    |  |  | April 30,    | 
| | ------------------------------ |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                                |  |       |  |  |              |  |  | 2009         |  |  | 2008         | 
| |                                |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                                |  | Cost  |  |  | Depreciation |  |  | Value        |  |  | Value        | 
| |                                |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| | Office furniture and equipment |  | 1,059 |  |  | 736          |  |  | 323          |  |  | 676          | 

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

F-10

---

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

|6. | Mineral Properties    
|-- | ----------------------
|   |                       
|   | a)                    
|   |                       
|   | b)                    
|   |                       
|7. | Convertible Debentures
|   |                       
|   | a)                    
|   |                       
|   |                       
|   |                       
|   |                       
|   |                       
|   |                       
|   |                       
|   | b)                    

F-11

---

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

|7. | Convertible Debentures (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Pursuant to the note the Company received advances of
      $50,000 each on September 24, 2008, and October 14, 2008 and $25,000 each
      on March 26, 2009, March 30, 2009 and April 17, 2009. In accordance with
      SFAS No. 133, Accounting for Derivative Instruments and Hedging
      Activities, the Company determined that the conversion feature of the
      note met the criteria of an embedded derivative and therefore the
      conversion feature of the debt needed to be bifurcated and accounted for
      as a derivative. The debt does not meet the definition of conventional
      convertible debt because the number of shares which may be issued upon
      the conversion of the debt is not fixed. Therefore, the conversion
      feature, pursuant to EITF 00-19 Accounting for Derivative Financial
      Instruments Indexed to, and Potentially Settled in, a Companys Own
      Stock,was accounted for as a derivative liability. The Company
      calculated the fair value of the conversion feature and recognized a
      discount of $136,477, being the difference between the face value and the
      fair value of the conversion feature.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Pursuant to EITF 00-19 the Company will adjust the
      carrying value of the conversion feature to its fair value at each
      reporting date. During the year ended April 30, 2009, the Company
      recognized a gain on the change in the fair value of the conversion
      feature of $16,118 increasing the carrying value of the derivative
      liability to $120,359.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | For the year ended April 30, 2009, the Company accreted
      interest expense of $85,766 increasing the carrying value of the note to
    $124,289.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|8. | Commitments and Contingency
|-- | ---------------------------

| | a) | On August 7, 2008, a legal action was filed against the
      Company for $250,000 in principal plus interest for amounts owing pursuant
      to mineral exploration services provided to the Company. The Company does
      not dispute the amount owing and has recorded the appropriate amount owing
      in accounts payable. The Company has been unable to pay the amount owed
      due to lack of funds. During the year ended April 30, 2009, the Company
      settled $175,000 of the debt by issuing 2,937,500 split-adjusted shares of
      common stock and recorded a loss on the settlement of debt of
      $1,206,050.                                                                                                                                                                                                                                                                                                                                               
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | b) | On October 1, 2008, the Company entered into an agreement
      with a financial advisor who will provide financial advisory services for
      six months. In consideration of the services rendered, the Company shall
      pay to the financial advisor $3,000 per month. In addition, the Company
      must also issue 1,250 split-adjusted shares to the financial advisor. As
      at April 30, 2009, the Company has included the fair value of the 1,250
      split-adjusted shares to be issued of $1,500 in accrued liabilities. Refer
      to Note 9(c). Any payments over 45 days will be subject to a penalty fee
      of 40% of the total outstanding amount per week, and are to be paid via
      share issuance until the outstanding amount if paid in full. At April 30,
      2009, the Company has included a fair value of $38,000 in accrued
      liabilities for penalty fees on outstanding amounts due to the financial
      advisor. Refer to Note 9(b).

|9. | Common Stock
|-- | ------------

| | a) | On June 18, 2009, the Company effected a 200:1 share
      consolidation of the authorized, issued and outstanding common stock. The
      authorized share capital was decreased from 900,000,000 shares of common
      stock to 4,500,000 shares of common stock with no change in par value. All
      share amounts have been retroactively adjusted for all periods
      presented.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | b) | As at April 30, 2009, the Company has included a fair
      value of $38,000 pursuant to the agreement described in Note 8(b) in
      accrued liabilities for penalty fees on outstanding amounts.                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | c) | As at April 30, 2009, the Company has included the fair
      value of the 1,250 split adjusted shares to be issued pursuant to the
      agreement described in Note 8(b) of $1,500 in accrued
  liabilities.                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | d) | On April 23, 2009, the Company issued 500,000
      split-adjusted shares to settle $10,000 of accounts payable. The Company
      recorded a loss on settlement of debt of $50,000.                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | e) | On April 16, 2009, the Company issued 500,000
      split-adjusted shares to settle $10,000 of accounts payable. The Company
      recorded a loss on settlement of debt of $60,000.                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | f) | On April 8, 2009, the Company issued 500,000
      split-adjusted shares to settle $10,000 of accounts payable. The Company
      recorded a loss on settlement of debt of $60,000.                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | g) | On April 1, 2009, the Company issued 500,000
      split-adjusted shares to settle $10,000 of accounts payable. The Company
      recorded a loss on settlement of debt of $80,000.                                                                                                                                                                                                       

F-12

---

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

|9. | Common Stock (continued)
|-- | ------------------------
|   |                         
|   | h)                      
|   |                         
|   | i)                      
|   |                         
|   | j)                      
|   |                         
|   | k)                      
|   |                         
|   | l)                      
|   |                         
|   | m)                      
|   |                         
|   | n)                      
|   |                         
|   | o)                      
|   |                         
|   | p)                      
|   |                         
|   | q)                      
|   |                         
|   | r)                      
|   |                         
|   | s)                      

|10. | Income Taxes
|--- | ------------

The Company accounts for income taxes
under SFAS No. 109, "Accounting for Income Taxes." Deferred income tax
assets and liabilities are determined based upon differences between financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse. The Company has net operating losses carried forward of
approximately $1,046,000 available to offset taxable income in future years
which expire beginning in fiscal 2026. Pursuant to SFAS No. 109, the potential
benefits of the net operating losses carried forward has not been recognized in
the financial statements since the Company cannot be assured that it is more
likely than not that such benefit will be utilized in future years.

F-13

---

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

|10. | Income Taxes (continued)
|--- | ------------------------

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 years ended April 30, 2009 and 2008 as a result of
the following:

| |                                       |  | Year Ended |   |  | Year Ended |  
| | ------------------------------------- |  | ---------- | - |  | ---------- | -
| |                                       |  | April 30,  |   |  | April 30,  |  
| |                                       |  | 2009       |   |  | 2008       |  
| |                                       |  | $          |   |  | $          |  
| | Income tax recovery at statutory rate |  | (694,530   | ) |  | (290,015   | )
| | Permanent differences                 |  | 561,363    |   |  | 151,412    |  
| | Temporary differences                 |  | 49         |   |  | 50         |  
| | Change in
      valuation allowance   |  | 133,118    |   |  | 138,553    |  
| | Provision for income taxes            |  |           |   |  |           |  

Significant components of the Companys
deferred tax assets and liabilities as at April 30, 2009 and 2008, after
applying enacted corporate income tax rates, are as follows:

| |                                      |  | April 30, |   |  | April 30, |  
| | ------------------------------------ |  | --------- | - |  | --------- | -
| |                                      |  | 2009      |   |  | 2008      |  
| |                                      |  | $         |   |  | $         |  
| | Net operating losses carried forward |  | 365,937   |   |  | 232,819   |  
| | Valuation
      allowance            |  | (365,937  | ) |  | (232,819  | )
| | Net deferred income tax asset        |  |          |   |  |          |  

|11. | Fair Value Measurements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | SFAS No. 157 Fair Value Measurementsrequires an
      entity to maximize the use of observable inputs and minimize the use of
      unobservable inputs when measuring fair value. SFAS No. 157 establishes a
      fair value hierarchy based on the level of independent, objective evidence
      surrounding the inputs used to measure fair value. A financial
      instruments categorization within the fair value hierarchy is based upon
      the lowest level of input that is significant to the fair value
      measurement. SFAS No. 157 prioritizes the inputs into three levels that
      may be used to measure fair value:

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

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

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

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

F-14

---

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

|11. | Fair Value Measurements (continued)                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                           
|    | Assets and liabilities measured at fair value on a
      recurring basis were presented on the Companys consolidated balance sheet
      as of April 30, 2009 as follows:

| |                                                |  | Fair Value Measurements Using |  |  |             | 
| | ---------------------------------------------- |  | ----------------------------- |  |  | ----------- | 
| |                                                |  | Quoted Prices in              |  |  | Significant | 
| |                                                |  | Active Markets                |  |  | Other       | 
| |                                                |  | For Identical                 |  |  | Observable  | 
| |                                                |  | Instruments                   |  |  | Inputs      | 
| |                                                |  | (Level 1)                     |  |  | (Level 2)   | 
| |                                                |  | $                             |  |  | $           | 
| | Assets:                                        |  |                               |  |  |             | 
| | Cash                                           |  | 6,724                         |  |  |            | 
| | Liabilities:                                   |  |                               |  |  |             | 
| | Convertible debt                               |  |                              |  |  | 235,242     | 
| | Derivative liability                           |  |                              |  |  | 170,460     | 
| | Total liabilities
      measured at fair value |  |                              |  |  | 405,702     | 

We believe that the recorded values of
all of our other financial instruments approximate their current fair values
because of their nature and respective maturity dates or durations.

|12. | Subsequent Events
|--- | -----------------

| | a) | On June 18, 2009, the Company effected a 200:1 share
      consolidation of the authorized, issued and outstanding common stock. The
      authorized share capital was decreased from 900,000,000 shares of common
      stock to 4,500,000 shares of common stock with no change in par value. All
      share amounts have been retroactively adjusted for all periods
      presented.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                           
| | b) | On May 11, 2009, Company issued 200,000 split-adjusted
      shares to settle $8,000 of accounts payable.                                                                                                                                                                                                                                                                                 

F-15

---

|Item 9. | Changes in and Disagreements with
      Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------------

We have not changed our auditors since our last year end and we
have not had any disagreements with our auditors.

|Item 9A (T). | Controls and Procedures
|------------ | -----------------------

Managements Report on Internal Control over Financial
Reporting.

Our Management, comprised of our President (who is acting as
our principal executive officer and our principal financial officer and
principle accounting officer), and our Board of Directors, are responsible for
establishing and maintaining a process to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles.

Our Management, evaluated the effectiveness of our internal
control over financial reporting as of April 30, 2009. Our managements
evaluation of our internal control over financial reporting was based on the
framework in Internal ControlIntegrated Framework, issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this evaluation,
our management concluded that our internal control over financial reporting was
not effective as of April 30, 2009 due to material weaknesses in our internal
control over financial reporting as follows:

- material post closing audit adjustments relating to convertible debt
  transactions and recording of accounts payable;
- lack of segregation of duties with no compensating controls;
- inadequate security; and

Our Management continues to review processes and will make
necessary changes to strengthen our system of internal controls over financial
reporting

A material weakness is a deficiency or a combination of control
deficiencies in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of our annual or interim
financial statements will not be prevented or detected on a timely basis.

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

Limitations on Effectiveness of Controls

Our Management does not expect that our disclosure controls or
our internal control over financial reporting will prevent all errors and all
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within our company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of a simple
error or mistake. Additional controls can be circumvented by the individual acts
of some persons, by collusion of two or more people, or by management override
of the controls. The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of

23

---

compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial
reporting during the fourth quarter of our fiscal year ended April 30, 2009 that
have materially affected, or are reasonably likely to materially affect our
internal control over financial reporting.

|Item 9B. | Other Information
|-------- | -----------------

None

PART III

|Item 10. | Directors, Executive Officers and Corporate
      Governance
|-------- | ------------------------------------------------------------

All of the directors of our company hold office until the next
annual meeting of the stockholders or until their successors have been elected
and qualified. Our officers are appointed by our board of directors and hold
office until their death, resignation or removal from office. Our directors and
executive officers, their ages, positions held, and duration as such, are as
follows:

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

Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he was employed.

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.

24

---

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.

Family Relationships

There are no family relationships among our directors or
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 offences);

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 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 of 1934 requires
our executive officers and directors and persons who own more than 10% of our
common stock to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common stock and other equity
securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and
greater than 10% shareholders are required by the SEC regulations to furnish us
with copies of all Section 16(a) reports that they file.

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, 2009, all filing requirements applicable
to our officers, directors and greater than 10% percent beneficial owners were
complied with.

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Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a
member of its audit committee that qualifies as an "audit committee financial
expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "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
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. 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 material revenues to date. In addition, we
currently do not have nominating, compensation or audit committees or committees
performing similar functions nor do we have a written nominating, compensation
or audit committee charter. Our board of directors does not believe that it is
necessary to have such committees because it believes the functions of such
committees can be adequately performed by our board of directors.

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;                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                              
|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 Senior Officers commit to timely, accurate and
consistent disclosure of information; that they maintain confidential
information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes
that all employees, and particularly Senior Officers, have a responsibility for
maintaining financial integrity within our company, consistent with generally
accepted accounting principles, and federal and state securities laws. Any
Senior Officer 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 our company. Any failure to
report such inappropriate or irregular conduct of others is to be treated as a
severe disciplinary matter. It is against our policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics as filed with the
Securities and Exchange Commission is incorporated by reference as Exhibit 14.1
to this annual report. We will provide a copy of the Code of

26

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Business Conduct and Ethics to any person without charge, upon
request. Requests can be sent to: Gemini Explorations, Inc., Suite 103, 240 
11th Avenue S.W., Calgary, Alberta T2R 0C3 Canada.

|Item 11. | Executive Compensation
|-------- | ----------------------

The particulars of the compensation paid to the following
persons:

- our principal executive officer;
- each of our two most highly compensated executive officers who were serving
  as executive officers at the end of the years ended April 30, 2009 and 2008;
  and
- 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 years ended April 30, 2009 and 2008,

who we will collectively refer to as the named executive
officers of our company, 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 officers, whose total compensation did not
exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION
      TABLEName
      and Principal Position
    Year
    Salary ($)
    Bonus ($)
    Stock Awards
      ($)
    Option Awards
      ($)
    Non-Equity Incentive
      Plan Compensation ($)
    Change in
      Pension Value and Nonqualified
      Deferred Compensation Earnings
      ($)
    All Other
      Compensation ($)
    Total ($)Michael Hill Chief Executive
      Officer, President, Secretary and Treasurer(1)
    2009 2008
    85,239 Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    85,239 Nil


Stock Options/SAR Grants

During the period from inception (January 26, 2006) to April
30, 2009, we did not grant any stock options to our executive officers.

Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Values

There were no options exercised during our fiscal year ended
April 30, 2009 or April 30, 2008 by any officer or director of our company.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended April
30, 2009.

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Compensation of Directors

We reimburse our directors for expenses incurred in connection
with attending board meetings. We have not paid any director's fees or other
cash compensation for services rendered as a director since our inception to
April 30, 2009.

We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director. No director received
and/or accrued any compensation for their services as a director, including
committee participation and/or special assignments.

Employment Contracts and Termination of Employment and
Change in Control Arrangements

We have not entered into any employment agreement or consulting
agreement with our directors and executive officers.

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive stock options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of our board of directors.

We have no plans or arrangements with respect to remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.

|Item 12. | Security Ownership of Certain Beneficial
      Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------------

The following table sets forth, as of July 21, 2009, 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,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.

|                                     | Amount and Nature of | Percentage 
|------------------------------------ | -------------------- | -----------
|Name and Address of Beneficial Owner | Beneficial Owner(1)  | of Class(2)
|                                     |                      |            
|Michael Hill                         | Nil                  | N/A        
|Calgary, Alberta                     |                      |            
|                                     |                      |            
|Oscar Fernandez                      | 5,000                | 0.11%      
|Medellin, Colombia                   |                      |            
|                                     |                      |            
|All Officers and Directors           | 5,000                | 0.11%      
|As
      a Group                     |                      |            

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Changes in Control

We are unaware of any contract or other arrangement or
provisions of our Articles or Bylaws the operation of which may at a subsequent
date result in a change of control of our company. There are not any provisions
in our Articles or Bylaws, the operation of which would delay, defer, or prevent
a change in control of our company.

|Item 13. | Certain Relationships and Related
      Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------------

Except as disclosed herein, there have been no transactions or
proposed transactions in which the amount involved exceeds the lesser of
$120,000 or one percent of the average of our total assets at year-end for the
last three completed fiscal years in which any of our directors, executive
officers or beneficial holders of more than 5% of the outstanding shares of our
common stock, or any of their respective relatives, spouses, associates or
affiliates, has had or will have any direct or material indirect interest.

The promoters of our company are our directors and
officers.

Director Independence

We currently act with two directors, consisting of Michael Hill
and Oscar Fernandez. We have determined that Oscar Fernandez is an independent
director as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating
committee, but our entire board of directors act in such capacity. We believe
that our directors are capable of analyzing and evaluating our financial
statements and understanding internal controls and procedures for financial
reporting. Our directors do 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 additional independent directors 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.

|Item 14. | Principal Accountants Fees and Services
|-------- | ---------------------------------------

The aggregate fees billed for the most recently completed
fiscal year ended April 30, 2009 and for fiscal year ended April 30, 2008 for
professional services rendered by the principal accountant for the audit of our
annual financial statements and review of the financial statements included in
our quarterly reports on Form 10-Q and services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:

Year Ended April 302009 ($)
    2008 ($)Audit Fees
    25,000
    22,511Audit Related Fees
    Nil
    NilTax Fees
    Nil
    NilAll Other Fees
    Nil
    NilTotal
    25,000
    22,511


Our board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

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Our board of directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.

PART IV

|Item 15. | Exhibits, Financial Statement Schedules
|-------- | ---------------------------------------

Exhibits required by Item 601 of Regulation
S-K

|Exhibit |                                                                                                                                                                                   
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                       
|(3)     | (i) Articles of Incorporation; and (ii) Bylaws                                                                                                                                    
|3.1     | Articles of Incorporation (incorporated by reference from
      our Form SB-2 Registration Statement, filed on August 23, 2006)                                                   
|3.2     | Bylaws (incorporated by reference from our Form SB-2
      Registration Statement, filed on August 23, 2006)                                                                      
|3.3     | Certificate of Change (incorporated by reference from our
      Current Report on Form 8-K, filed on January 29, 2007)                                                            
|3.4     | Certificate of Change (incorporated by reference from our
      Current Report on Form 8-K, filed on July 11, 2007)                                                               
|(4)     | Instruments defining the rights of security holders,
      including indentures                                                                                                   
|4.1     | Specimen Stock Certificate (incorporated by reference
      from our Form SB-2 Registration Statement, filed on August 23, 2006)                                                  
|(10)    | Material Contracts                                                                                                                                                                
|10.1    | Trust Agreement (incorporated by reference from our Form
      SB-2 Registration Statement, filed on August 23, 2006)                                                             
|10.2    | Mining Acquisition Agreement dated February 9, 2007 with
      Minera Primecap S.A. (incorporated by reference from our Current Report on
      Form 8-K, filed on March 15, 2007)
|10.3    | Mining Acquisition Agreement dated August 23, 2007 with
      James Sikora (incorporated by reference from our Current Report on Form
      8-K, filed on August 31, 2007)        
|10.4    | Unsecured Promissory Note effective September 2, 2008
      with Estella Management Holdings                                                                                      
|10.5    | Partial Settlement Agreement and Release dated August 20,
      2008 (incorporated by reference from our Quarterly Report on Form 10-Q,
      filed on March 23, 2009)            
|10.6    | Partial Settlement Agreement and Release dated August 7,
      2008 (incorporated by reference from our Quarterly Report on Form 10-Q,
      filed on March 23, 2009              
|10.7    | Partial Settlement Agreement and Release dated September
      17, 2008 (incorporated by reference from our Quarterly Report on Form
      10-Q, filed on March 23, 2009          

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|Exhibit |                                                                                                                                                                                                                              
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                  
|10.8    | Partial Settlement
        Agreement and Release dated October 2, 2008 (incorporated by reference
        from our Quarterly Report on Form 10-Q, filed on March 23, 2009                                                    
|10.9    | Partial Settlement Agreement
        and Release dated October 16, 2008 (incorporated by reference from our
        Quarterly Report on Form 10-Q, filed on March 23, 2009                                                   
|10.10   | Debt Conversion
        Agreement between our company and FundTech Solutions, LLC (incorporated
        by reference from our Quarterly Report on Form 10-Q, filed on March 23,
        2009                                 
|(14)    | Code of Ethics                                                                                                                                                                                                               
|14.1    | Code of Ethics
        and Business Conduct for Directors, Senior Officers and Employees of the
        Corporation (incorporated by reference from our Quarterly Report on Form
        10-QSB, filed on September 19, 2007)
|(31)    | Rule 13a-14(a)/15d-14(a) Certifications                                                                                                                                                                                      
|31.1*   | Section
        302 Certifications under Sarbanes-Oxley Act of 2002                                                                                                                                                          
|(32)    | Section 1350 Certifications                                                                                                                                                                                                  
|32.1*   | Section
        906 Certifications under Sarbanes-Oxley Act of 2002                                                                                                                                                          

*Filed herewith.

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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.                                          
| | -------------------------------------------------------------------
| |                                                                    
| |                                                                    
| |                                                                    
| |                                                                    
| | /s/
      Michael Hill                                             
| | Michael Hill                                                       
| | President, Chief Executive Officer, Secretary,
      Treasurer and 
| | Director                                                           
| | (Principal Executive Officer, Principal
      Financial Officer and
| | Principal                                                          
| | Accounting Officer)                                                
| |                                                                    
| | Date: February 6, 2012                                             

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.

|Signature           | Title                              | Date            
|------------------- | ---------------------------------- | ----------------
|                    |                                    |                 
|                    | President, Chief Executive Officer |                 
|/s/ Michael Hill    | Secretary, Treasurer and Director  | February 6, 2012
|Michael Hill        |                                    |                 
|                    |                                    |                 
|                    |                                    |                 
|                    |                                    |                 
|/s/ Oscar Fernandez | Director                           | February 6, 2012
|Oscar Fernandez     |                                    |                 

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