---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 20-F/A (AMENDMENT
  No. 2)SEC File No. 001-31799

(Mark One)

___ Registration statement pursuant to Section 12(b) or (g) of
  the Securities Exchange Act of 1934 or

X Annual report pursuant
  to Section 13 or 15(d) of the Securities Exchange Act of 1934
  For the fiscal year ended January 31, 2007or

___ Transition report pursuant to Section 13 or 15(d) of the Securities
  Exchange Act of 1934 
  For the transition period from ___________ to ___________

___ Shell Company Report Pursuant to Section 13 or 15(d) of the
  Securities Exchange Act of 1934. 
  Date of event requiring this shell company report _______________________

GEMSTAR RESOURCES
LTD.(Exact name of registrant as specified in this
charter)

British Columbia, Canada(Jurisdiction of
incorporation or organization)

220 Decourcy Drive, Gabriola Island, British Columbia, Canada,
V0R 1X0 (Address of principal executive offices)

Securities registered or to be registered pursuant to section
12(b) of the Act:

|None                  | None                  
|--------------------- | ----------------------
|(Title of each class) | (Name of each exchange
|                      | on which registered)  

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

Common Shares Without Par Value
  (Title of Class)

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act:

None
  (Title of Class)

Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report.

5,651,714 Common Shares

---

INTRODUCTORY NOTE

We are filing
  amendment No. 2 to the Form 20-F for the year ended January 31, 2007 solely
  to include the Auditors’ Report from our previous auditors dated April
  4, 2005, which was accidently omitted from Amendment No. 1.

The items
  contained in Amendment No. 1 have also been included in this amendment to keep
  all changes together in the same document and thereby avoid unnecessary confusion.
  These items are as follows:

| | 1. | Certain clarifications in Controls and Procedures, Item
        15.                                                 
| | -- | --------------------------------------------------------------------------------------------------------------------
| | 2. | Inclusion
        of Auditors’ report from our previous auditors dated April 5, 2005,
        referenced in item 17.
| | 3. | Removal
        of titles from the first line of certification exhibits 12.1 and 12.2.                              

PART II

Item 15. Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934, as of the end of the period covered by this annual report, being January
  31, 2007, we have carried out an evaluation of the effectiveness of the design
  and operation of our company’s disclosure controls and procedures. This
  evaluation was carried out under the supervision and with the participation
  of our company’s management, including our company’s Chief Executive
  Officer and our Chief Financial Officer. Based upon that evaluation, our company’s
  Chief Executive Officer and our Chief Financial Officer concluded that our company’s
  disclosure controls and procedures are effective as at the end of the period
  covered by this report. There have been no changes in our company’s internal
  controls over financial reporting during the period covered by this annual report
  that have materially affected, or are reasonably likely to materially affect,
  our internal controls over financial reporting.

Disclosure controls and procedures and other procedures that
  are designed to ensure that information required to be disclosed in our reports
  filed or submitted under the Securities Exchange Act of 1934 is recorded, processed,
  summarized and reported, within the time period specified in the Securities
  and Exchange Commission’s rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Securities
  Exchange Act of 1934 is accumulated and communicated to management including
  our Chief Executive Officer and our Chief Financial Officer as appropriate,
  to allow timely decisions regarding required disclosure.

---

PART III

Item 17. Financial Statements

Our financial statements for the years ended January 31, 2007
and 2006 were audited by Morgan & Company, Chartered Accountants, without
reservation as follows:

|• | audit report dated May 18, 2007                                     
|- | --------------------------------------------------------------------
|• | balance sheets as at January 31, 2007 and January
      31, 2006    
|• | statements for the years ended January 31, 2007,
      2006 and 2005
|  | •                                                                   
|  | •                                                                   
|• | notes to financial statements.                                      

Our financial statements for the year ended January 31, 2005
  were audited by Moen and Company, Chartered Accountants, without reservation
  as follows:

|• | audit report dated April 4, 2005
|- | --------------------------------

Moen and Company have subsequently ceased operations. Their
report is a copy of the previously issued report which has not been reissued
since they ceased operations.

All financial statements have been prepared in accordance with
generally accepted accounting principles in Canada and have been reconciled to
United States generally accepted accounting principles in the note disclosure.
All figures are expressed in Canadian dollars.

---



AUDITORS' REPORT

To the Shareholders of 
  Gemstar Resources Ltd.
  (An Exploration Stage Company)

We have audited the balance sheets of Gemstar Resources Ltd.
  as at January 31, 2007 and 2006, and the related statements of operations and
  deficit, and cash flows for each of the years ended January 31, 2007 and 2006.
  These financial statements are the responsibility of the Company's management.
  Our responsibility is to express an opinion on these financial statements based
  on our audits.

We conducted our audits in accordance with Canadian generally
  accepted auditing standards and the standards of the Public Company Accounting
  Oversight Board (United States). Those standards require that we plan and perform
  an audit to obtain reasonable assurance whether the financial statements are
  free of material misstatement. An audit includes examining, on a test basis,
  evidence supporting the amounts and disclosures in the financial statements.
  An audit also includes assessing the accounting principles used and significant
  estimates made by management, as well as evaluating the overall financial statement
  presentation.

In our opinion, these financial statements present fairly, in
  all material respects, the financial position of the Company as at January 31,
  2007 and 2006, and the results of its operations and its cash flows for each
  of the years ended January 31, 2007 and 2006, in accordance with Canadian generally
  accepted accounting principles.

The financial statements for the year ended January 31, 2005
  were audited by other auditors who have ceased operations. Those auditors expressed
  an opinion without reservation in their report dated April 4, 2005.

|Vancouver, Canada | Morgan & Company   
|----------------- | ---------------------
|                  |                      
|May 18, 2007      | Chartered Accountants

Comments by Auditors for U.S. Readers on Canada  U.S.
  Reporting Conflict

In the United States, reporting standards for auditors require
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by conditions and events that cast substantial
  doubt on the Companys ability to continue as a going concern, such as
  those described in Note 1 to the financial statements. Our report to the shareholders,
  dated May 18, 2007 is expressed in accordance with Canadian reporting standards,
  which do not permit a reference to such events and conditions in the auditors
  report when these are adequately disclosed in the financial statements.

|Vancouver, Canada | Morgan & Company   
|----------------- | ---------------------
|                  |                      
|May 18, 2007      | Chartered Accountants



---

**MOEN AND COMPANY** CHARTERED ACCOUNTANTS

|**Member:**
        Canadian Institute of Chartered Accountants 
        Institute of Chartered Accountants of British Columbia 
        Institute of Management Accountants (USA) (From 1965)
      **Registered with:**
        Public Company Accounting Oversight Board (USA) (PCAOB) 
        Canadian Public Accountability Board (CPAB) 
        Canada - British Columbia Public Practice Licence | **Securities Commission Building
      PO Box 10129, Pacific Centre 
      Suite 1400 – 701 West Georgia Street 
      Vancouver, British Columbia 
      Canada V7Y 1C6 
      Telephone: (604) 662-8899 
      Fax: (604) 662-8809 
      Email: moenca@telus.net**
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

**AUDITORS' REPORT**

To the Shareholders of Gemstar Resources Ltd.

We have audited the Balance Sheets of Gemstar Resources Ltd.
  as at January 31, 2005 and January 31, 2004, and the Statements of Income, Retained
  Earnings (Deficit), and Cash Flows for the years ended January 31, 2005, and
  January 31, 2004. These financial statements are the responsibility of the Company’s
  management. Our responsibility is to express an opinion on these financial statements
  based on our audits.

We conducted our audits in accordance with Canadian generally
  accepted auditing standards. Those standards require that we plan and perform
  an audit to obtain reasonable assurance whether the financial statements are
  free of material misstatement. An audit includes examining, on a test basis,
  evidence supporting the amounts and disclosures in the financial statements.
  An audit also includes assessing the accounting principles used and significant
  estimates made by management, as well as evaluating the overall financial statement
  presentation.

In our opinion, these financial statements present fairly,
  in all material respects, the financial position of the Company as at January
  31, 2005 and January 31, 2004 and the results of its operations and its cash
  flows for the years ended January 31, 2005 and January 31, 2004 in accordance
  with Canadian generally accepted accounting principles.



|                                                         | “Moen and Company”
      Chartered Accountants
|-------------------------------------------------------- | ----------------------------------------------
|Vancouver, British Columbia, Canada 
      April 4, 2005 |                                               

"Independent Accountants and Auditors"

---

**Legend**

This is an exact copy of the previously issued auditors' report
  which has not been reissued since they ceased operations.

---

|GEMSTAR RESOURCES LTD.      
|----------------------------
|                            
|BALANCE SHEETS              
|(Stated in Canadian Dollars)

|                                                        |   | JANUARY 31 |  
|------------------------------------------------------- | - | ---------- | -
|                                                        |   | 2007       |  
|                                                        |   |            |  
|ASSETS                                                  |   |            |  
|Current                                                 |   |            |  
|Cash                                                    | $ | 9,656      |  
|GST receivable                                          |   | -          |  
|                                                        |   | 9,656      |  
|                                                        |   |            |  
|Term Deposit(Note 3)                                    |   | 6,900      |  
|Mineral Properties And Deferred Exploration Costs       |   |            |  
|(Note 4)                                                |   | 70,439     |  
|Computer Equipment(Note 5)                              |   | 1,111      |  
|                                                        |   |            |  
|                                                        | $ | 88,106     |  
|                                                        |   |            |  
|LIABILITIES                                             |   |            |  
|Current                                                 |   |            |  
|Accounts payable and accrued
      liabilities          | $ | 129,331    |  
|Loans from
      related parties, including convertible |   |            |  
|promissory
      note (Note 6)                          |   | 1,100,674  |  
|                                                        |   | 1,230,005  |  
|Deferred Liability(Note 7)                              |   | -          |  
|                                                        |   | 1,230,005  |  
|                                                        |   |            |  
|SHAREHOLDERS DEFICIENCY                                |   |            |  
|                                                        |   |            |  
|Share Capital(Note 8)                                   |   |            |  
|Authorized:                                             |   |            |  
|100,000,000 common shares without par value             |   |            |  
|Issued:                                                 |   |            |  
|5,651,714 common shares                                 |   | 1,113,471  |  
|                                                        |   |            |  
|Equity Component Of Convertible Note(Note
      6)      |   | 11,576     |  
|Deficit Accumulated During The Exploration Stage        |   | (2,266,946 | )
|                                                        |   | (1,141,899 | )
|                                                        |   |            |  
|                                                        | $ | 88,106     |  

Approved on Behalf of the Board of Directors:

|Linda Smith |  | Shannon Krell
|------------- |  | ---------------
|Director      |  | Director       

The accompanying notes are an integral part of these financial
  statements.

---

|GEMSTAR RESOURCES LTD.              
|------------------------------------
|                                    
|STATEMENTS OF OPERATIONS AND DEFICIT
|(Stated in Canadian Dollars)        

|                                             |   | YEARS ENDED JANUARY 31 |  
|-------------------------------------------- | - | ---------------------- | -
|                                             |   | 2007                   |  
|                                             |   |                        |  
|General And Administration Expenses          |   |                        |  
|Amortization                                 | $ | 614                    |  
|Accounting
      and audit fees              |   | 30,150                 |  
|Accretion of convertible
      note          |   | 1,356                  |  
|Bad debt
      expense                       |   | 8,169                  |  
|Management fees                              |   | 30,000                 |  
|Office and
      sundry                      |   | 47,456                 |  
|Professional fees                            |   | 20,150                 |  
|Transfer
      agent and filing fees         |   | 9,194                  |  
|Travel and promotion                         |   | 35,333                 |  
|                                             |   |                        |  
|Net Loss For The Year                        |   | (182,422               | )
|                                             |   |                        |  
|Deficit, Beginning Of Year                   |   | (2,084,524             | )
|                                             |   |                        |  
|Deficit, End Of
      Year                   | $ | (2,266,946             | )
|                                             |   |                        |  
|                                             |   |                        |  
|Weighted Average Number Of Common Shares     |   |                        |  
|Outstanding, Basic and diluted               |   | 5,651,714              |  
|                                             |   |                        |  
|                                             |   |                        |  
|Net Loss Per Common Share, Basic and diluted | $ | (0.03                  | )

The accompanying notes are an integral part of these financial
  statements.

---

|GEMSTAR RESOURCES LTD.      
|----------------------------
|                            
|STATEMENTS OF CASH FLOWS    
|(Stated in Canadian Dollars)

|                                                    |   | YEARS ENDED JANUARY 31 |  
|--------------------------------------------------- | - | ---------------------- | -
|                                                    |   | 2007                   |  
|                                                    |   |                        |  
|Cash Flows Provided By (Used In):                   |   |                        |  
|                                                    |   |                        |  
|Operating Activities                                |   |                        |  
|Net loss for the year                               | $ | (182,422               | )
|Items not requiring
      use of cash:              |   |                        |  
|Amortization                                        |   | 614                    |  
|Accretion on convertible note                       |   | 1,356                  |  
|                                                    |   | (180,452               | )
|Changes in non-cash
      working capital items:    |   |                        |  
|GST receivable                                      |   | 5,080                  |  
|Accounts payable and accrued liabilities            |   | 9,957                  |  
|                                                    |   | (165,415               | )
|                                                    |   |                        |  
|Investing Activities                                |   |                        |  
|Refund of exploration
      advance                 |   | -                      |  
|Investment in mineral properties
      and deferred |   |                        |  
|exploration costs                                   |   | -                      |  
|Purchase of computer equipment                      |   | -                      |  
|                                                    |   | -                      |  
|                                                    |   |                        |  
|Financing Activities                                |   |                        |  
|Loans from related parties, net                     |   | 158,126                |  
|Long-term debt                                      |   | -                      |  
|                                                    |   | 158,126                |  
|                                                    |   |                        |  
|Increase (Decrease) In Cash                         |   | (7,289                 | )
|                                                    |   |                        |  
|Cash, Beginning Of Year                             |   | 16,945                 |  
|                                                    |   |                        |  
|Cash, End Of Year                                   | $ | 9,656                  |  
|                                                    |   |                        |  
|                                                    |   |                        |  
|Supplemental Cash Flow Information                  |   |                        |  
|Non-cash expenditures investing
      activities   | $ | -                      |  
|Interest paid                                       | $ | -                      |  
|Income taxes paid                                   | $ | -                      |  

The accompanying notes are an integral part of these financial
  statements.

---

|GEMSTAR RESOURCES LTD.       
|-----------------------------
|                             
|NOTES TO FINANCIAL STATEMENTS
|                             
|JANUARY 31, 2007 AND 2006    
|(Stated in Canadian Dollars) 

|1. | NATURE AND CONTINUANCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Gemstar Resources Ltd. (the Company)
        was incorporated in British Columbia, on March 31, 1998, which is also
        the date of inception. The Company is engaged in the acquisition, exploration
        and development of mineral resource properties and has not generated any
        revenue to date. The deficit has been accumulated during the exploration
        stage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | These financial statements have been prepared
        in accordance with Canadian generally accepted accounting principles applicable
        to a going concern which assumes the Company will realize its assets and
        discharge its liabilities in the normal course of business. As at January
        31, 2007, the Company had a working capital deficiency of $1,220,349 (January
        31, 2006 - $998,865) and has incurred losses since inception of $2,266,946.
        Further losses are anticipated in the development of its business and
        there can be no assurance that the Company will be able to achieve or
        maintain profitability. Management is trying to identify sources of additional
        financing, including loans from related parties, to fund third party liabilities
        and the ongoing development of the Companys business. There can
        be no assurance that financing will be available as necessary to meet
        the Companys working capital requirements or, if available, that
        it will be on terms acceptable to the Company. These factors raise substantial
        doubt as to the Companys ability to continue as a going concern.
        Realization values may be substantially different from the carrying values
        shown in these financial statements should the Company be unable to continue
        as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | These financial statements have been prepared
        in accordance with Canadian generally accepted accounting principles and
        reflect managements consideration of the following significant accounting
        policies:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

---

|GEMSTAR RESOURCES LTD.       
|-----------------------------
|                             
|NOTES TO FINANCIAL STATEMENTS
|                             
|JANUARY 31, 2007 AND 2006    
|(Stated in Canadian Dollars) 

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | b)                                        
|   |                                           
|   |                                           
|   |                                           
|   | c)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           

---

|GEMSTAR RESOURCES LTD.       
|-----------------------------
|                             
|NOTES TO FINANCIAL STATEMENTS
|                             
|JANUARY 31, 2007 AND 2006    
|(Stated in Canadian Dollars) 

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | d)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | e)                                        
|   |                                           
|   |                                           
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | g)                                        
|   |                                           
|   |                                           

---

|GEMSTAR RESOURCES LTD.       
|-----------------------------
|                             
|NOTES TO FINANCIAL STATEMENTS
|                             
|JANUARY 31, 2007 AND 2006    
|(Stated in Canadian Dollars) 

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           
|   |                                           
|   | i)                                        
|   |                                           
|   |                                           
|   |                                           
|   | j)                                        
|   |                                           
|   |                                           

---

|GEMSTAR RESOURCES LTD.       
|-----------------------------
|                             
|NOTES TO FINANCIAL STATEMENTS
|                             
|JANUARY 31, 2007 AND 2006    
|(Stated in Canadian Dollars) 

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | k)                                        
|   |                                           
|   |                                           
|   |                                           
|   | l)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | m)                                        
|   |                                           
|   |                                           

---

|GEMSTAR RESOURCES LTD.       
|-----------------------------
|                             
|NOTES TO FINANCIAL STATEMENTS
|                             
|JANUARY 31, 2007 AND 2006    
|(Stated in Canadian Dollars) 

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                              
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                         
|   | n)                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                         
|   | o)                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                         
|   | p)                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                         
|3. | TERM DEPOSIT  RESTRICTED ON CREDIT
        CARD                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                         
|   | The amount of $6,900 as at January 31, 2007
        has been invested into a one-year guaranteed investment certificate with
        interest at 2.75% maturing on October 29, 2007. It is required by the
        bank as security for the Companys credit card usage.

---

|GEMSTAR RESOURCES LTD.       
|-----------------------------
|                             
|NOTES TO FINANCIAL STATEMENTS
|                             
|JANUARY 31, 2007 AND 2006    
|(Stated in Canadian Dollars) 

|4. | MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company staked the Dotted Lake Property in the Thunder
        Mining District of the province of Ontario, Canada, in March 2003, and
        holds a 100% interest in 1 mineral claim comprising 15 claim units with
        a due date now extended to March 14, 2008. The claim is presently in good
        standing and held in trust for the Company by an unrelated private company
        in Ontario. In order to maintain the mineral claim in good standing, the
        Company is required to spend approximately $4,000 in exploration on the
        property by March 14, 2008. As at January 31, 2007, the Company has invested
        the following amounts:

| |                            |   | 2007   |  |   | 2006   | 
| | -------------------------- | - | ------ |  | - | ------ | 
| |                            |   |        |  |   |        | 
| | Mineral properties         |   |        |  |   |        | 
| | Staking                    | $ | 4,206  |  | $ | 4,206  | 
| |                            |   |        |  |   |        | 
| | Deferred exploration costs |   |        |  |   |        | 
| | Geological survey          |   | 40,000 |  |   | 40,000 | 
| | Geological consulting fees |   | 26,233 |  |   | 26,233 | 
| |                            |   | 66,233 |  |   | 66,233 | 
| |                            |   |        |  |   |        | 
| |                            | $ | 70,439 |  | $ | 70,439 | 

The Company maintains this property for
  future expenditures and has determined there is no asset impairment as at January
  31, 2007.

|5. | COMPUTER EQUIPMENT
|-- | ------------------

| |                          |   | 2007   |   |   | 2006   |  
| | ------------------------ | - | ------ | - | - | ------ | -
| | Cost                     | $ | 3,309  |   | $ | 3,309  |  
| | Accumulated amortization |   | (2,198 | ) |   | (1,584 | )
| |                          | $ | 1,111  |   | $ | 1,725  |  

---

|GEMSTAR RESOURCES LTD.       
|-----------------------------
|                             
|NOTES TO FINANCIAL STATEMENTS
|                             
|JANUARY 31, 2007 AND 2006    
|(Stated in Canadian Dollars) 

|6. | LOANS FROM RELATED PARTIES, INCLUDING CONVERTIBLE
        PROMISSORY NOTE                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                              
|   | b)                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                              
|   | c)                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                              
|7. | DEFERRED LIABILITY                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                              
|   | On January 25, 2006, a Company lawyer signed
        a debt deferral agreement to a date beyond July 31, 2007 regarding $39,676
        of unpaid legal fees. At January 31, 2007, this amount was reclassified
        to current liabilities since it is potentially due within the next twelve
        months. It remains unsecured and bears no interest.

---

|GEMSTAR RESOURCES LTD.       
|-----------------------------
|                             
|NOTES TO FINANCIAL STATEMENTS
|                             
|JANUARY 31, 2007 AND 2006    
|(Stated in Canadian Dollars) 

|8. | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | As at January 31, 2007 and 2006, the Company
        has issued 5,651,714 of its total authorized share capital of 100,000,000
        common shares. There were no shares issued by the Company for the years
        ended January 31, 2007 and 2006.                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | The Company has no share purchase warrants
        outstanding. However, the previously described promissory note payable
        is convertible into 2,135,080 common shares of the Company prior to its
        January 1, 2008 maturity date on the basis of each $0.05 of principal
        outstanding being convertible into one common share.
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | Stock Option Plan                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | In December 2006, the Company adopted a Stock
        Option Plan (the Plan) to be administered under the following
        basic terms and conditions:                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | (i)                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | (ii)                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | (iii)                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | (iv)                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | (v)                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | No stock options have been granted and no
        stock options are outstanding.                                                                                                                                                                                                                                                                    

---

|GEMSTAR RESOURCES LTD.       
|-----------------------------
|                             
|NOTES TO FINANCIAL STATEMENTS
|                             
|JANUARY 31, 2007 AND 2006    
|(Stated in Canadian Dollars) 

|9. | INCOME TAXES
|-- | ------------
|   |             
|   | a)          

| |                                             |   | 2007    |   |   | 2006    |  
| | ------------------------------------------- | - | ------- | - | - | ------- | -
| | Computed expected (benefit of) income taxes | $ | 61,900  |   | $ | 47,200  |  
| | Increase in valuation allowance             |   | (61,900 | ) |   | (47,200 | )
| | Income tax provision                        | $ | -       |   | $ | -       |  

| | b) | Significant components of the Companys future
      income tax assets are as follows:
| | -- | --------------------------------------------------------------------------------------

| |                            |   | 2007      |   |   | 2006      |  
| | -------------------------- | - | --------- | - | - | --------- | -
| | Operating loss carryfoward | $ | 2,267,000 |   | $ | 2,085,000 |  
| | Statutory tax rate         |   | 34%       |   |   | 34%       |  
| | Future income tax asset    |   | 770,800   |   |   | 708,900   |  
| | Valuation allowance        |   | (770,800  | ) |   | (708,900  | )
| | Net future tax assets      | $ | -         |   | $ | -         |  

| | c) | The Company has incurred operating losses of approximately
        $2,267,000 which, if unutilized, will expire through to 2007. Future tax
        benefits, which may arise as a result of these losses, have not been recognized
        in these financial statements, and have been offset by a valuation allowance.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|GEMSTAR RESOURCES LTD.       
|-----------------------------
|                             
|NOTES TO FINANCIAL STATEMENTS
|                             
|JANUARY 31, 2007 AND 2006    
|(Stated in Canadian Dollars) 

|10. | SEGMENTED INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | As at January 31, 2007 and 2006, the Company operated
        in one reportable operating segment being the exploration of precious
        metals and in one geographic segment being Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11. | MATERIAL DIFFERENCES BETWEEN CANADIAN AND UNITED
        STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | These financial statements have been prepared in accordance
        with Canadian generally accepted accounting principles (Canadian
        GAAP) which differ in certain respects from those principles that
        the Company would have followed had its financial statements been prepared
        in accordance with accounting principles generally accepted in the United
        States (US GAAP). The material differences between Canadian
        and US GAAP, which affect the Companys financial statements, are
        described and quantified below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Mineral Properties and Deferred Exploration Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Under Canadian GAAP, companies have the option to capitalize
        exploration expenditures on prospective properties until such time as
        it is determined that further work is not warranted, at which point capitalized
        costs would be written off. Under US GAAP, mineral property acquisition
        costs are capitalized and exploration costs are expensed as incurred until
        such time as economic reserves are quantified. The Company has considered
        the guidance under EITF 04-2 and has determined that capitalization of
        mineral property acquisition costs is inappropriate at the current stage
        of the Companys mineral property exploration activities under US
        GAAP. To date, the Companys mineral interests consist mainly of
        exploration stage properties. Furthermore, there is uncertainty as to
        the Companys ability to fund the exploration work necessary to determine
        if the properties have recoverable reserves or any future economic benefits.
        As a result, acquisition costs to date are considered to be impaired and
        accordingly, have been written off as mineral property expenditures.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | At this stage, the Company has not yet identified economically
        recoverable reserves on any of its interests. Accordingly, under US GAAP,
        all exploration costs incurred are expensed. The effect of this difference
        on these financial statements is quantified below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

|GEMSTAR RESOURCES LTD.       
|-----------------------------
|                             
|NOTES TO FINANCIAL STATEMENTS
|                             
|JANUARY 31, 2007 AND 2006    
|(Stated in Canadian Dollars) 

|11. | MATERIAL DIFFERENCES BETWEEN CANADIAN AND
        UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)(Continued)
|--- | --------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                           
|    | a)                                                                                                                        

| |                                                         |   | 2007       |   |   | 2006       |  
| | ------------------------------------------------------- | - | ---------- | - | - | ---------- | -
| | Mineral properties and deferred exploration
      costs |   |            |   |   |            |  
| | Per Canadian GAAP                                       | $ | 70,439     |   | $ | 70,439     |  
| | Deferred
      exploration costs written off            |   | (66,233    | ) |   | (66,233    | )
| | Per United States GAAP                                  | $ | 4,206      |   | $ | 4,206      |  
| | Shareholders deficiency                                |   |            |   |   |            |  
| | Per Canadian GAAP                                       | $ | (1,141,899 | ) | $ | (959,477   | )
| | Deferred
      exploration costs written off            |   | (66,233    | ) |   | (66,233    | )
| | Per United States GAAP                                  | $ | (1,208,132 | ) | $ | (1,025,710 | )

| | b) | Effect on Statements of Operations and Deficit
| | -- | ----------------------------------------------

| |                                              |   | 2007     |   |   | 2006     |   |   | 2005    |  
| | -------------------------------------------- | - | -------- | - | - | -------- | - | - | ------- | -
| | Net loss for the year                        |   |          |   |   |          |   |   |         |  
| | Per Canadian GAAP                            | $ | (182,422 | ) | $ | (138,379 | ) | $ | (92,349 | )
| | Deferred
      exploration costs written off |   | -        |   |   | (66,233  | ) |   | -       |  
| | Per United States GAAP                       | $ | (182,422 | ) | $ | (204,612 | ) | $ | (92,349 | )
| |                                              |   |          |   |   |          |   |   |         |  
| | Net loss per common share, basic and         |   |          |   |   |          |   |   |         |  
| | diluted                                      |   |          |   |   |          |   |   |         |  
| | Per Canadian GAAP                            | $ | (0.02    | ) | $ | (0.02    | ) | $ | (0.02   | )
| | Deferred
      exploration costs written off |   | -        |   |   | (0.02    | ) |   | -       |  
| | Per United States GAAP                       | $ | (0.02    | ) | $ | (0.04    | ) | $ | (0.02   | )

---

|GEMSTAR RESOURCES LTD.       
|-----------------------------
|                             
|NOTES TO FINANCIAL STATEMENTS
|                             
|JANUARY 31, 2007 AND 2006    
|(Stated in Canadian Dollars) 

|11. | MATERIAL DIFFERENCES BETWEEN CANADIAN AND
        UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)(Continued)
|--- | --------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                           
|    | c)                                                                                                                        

| |                                              |   | 2007     |   |   | 2006     |   |   | 2005    |  
| | -------------------------------------------- | - | -------- | - | - | -------- | - | - | ------- | -
| | Cash flows provided by (used in)             |   |          |   |   |          |   |   |         |  
| | Operating activities                         |   |          |   |   |          |   |   |         |  
| | Per Canadian GAAP                            | $ | (165,415 | ) | $ | (167,696 | ) | $ | (92,592 | )
| | Deferred exploration
      costs written off |   | -        |   |   | (26,233  | ) |   | -       |  
| | Per United States GAAP                       | $ | (165,415 | ) | $ | (193,929 | ) | $ | (92,592 | )
| | Investing activities                         |   |          |   |   |          |   |   |         |  
| | Per Canadian GAAP                            | $ | -        |   | $ | 84,111   |   | $ | -       |  
| | Deferred exploration
      costs             |   |          |   |   |          |   |   |         |  
| | reclassified to operating activities         |   | -        |   |   | 26,233   |   |   | -       |  
| | Per United States GAAP                       | $ | -        |   | $ | 110,344  |   | $ | -       |  

| | d) | Recent United States Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | In February 2006, the FASB issued SFAS No. 155, Accounting
        for Certain Hybrid Financial Instruments-an amendment of FASB Statements
        No. 133 and 140, to simplify and make more consistent the accounting
        for certain financial instruments. SFAS No. 155 amends SFAS No. 133, Accounting
        for Derivative Instruments and Hedging Activities, to permit fair
        value re-measurement for any hybrid financial instrument with an embedded
        derivative that otherwise would require bifurcation, provided that the
        whole instrument is accounted for on a fair value basis. SFAS No. 155
        amends SFAS No. 140, Accounting for the Impairment or Disposal of
        Long-Lived Assets, to allow a qualifying special-purpose entity
        to hold a derivative financial instrument that pertains to a beneficial
        interest other than another derivative financial instrument. SFAS No.
        155 applies to all financial instruments acquired or issued after the
        beginning of an entity's first fiscal year that begins after September
        15, 2006, with earlier application allowed. The adoption of SFAS No. 155
        had no impact on the financial position or results of operations of the
        Company.

---

|GEMSTAR RESOURCES LTD.       
|-----------------------------
|                             
|NOTES TO FINANCIAL STATEMENTS
|                             
|JANUARY 31, 2007 AND 2006    
|(Stated in Canadian Dollars) 

|11. | MATERIAL DIFFERENCES BETWEEN CANADIAN AND
        UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)(Continued)
|--- | --------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                           
|    | d)                                                                                                                        
|    |                                                                                                                           
|    |                                                                                                                           
|    |                                                                                                                           
|    |                                                                                                                           
|    |                                                                                                                           
|    |                                                                                                                           

---

|GEMSTAR RESOURCES LTD.       
|-----------------------------
|                             
|NOTES TO FINANCIAL STATEMENTS
|                             
|JANUARY 31, 2007 AND 2006    
|(Stated in Canadian Dollars) 

|11. | MATERIAL DIFFERENCES BETWEEN CANADIAN AND
        UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)(Continued)
|--- | --------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                           
|    | d)                                                                                                                        
|    |                                                                                                                           
|    |                                                                                                                           
|    |                                                                                                                           
|    |                                                                                                                           
|    |                                                                                                                           
|    |                                                                                                                           

---

SIGNATURE

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this statement on its behalf.

|                               | GEMSTAR RESOURCES LTD.
|------------------------------ | ----------------------
|                               |                       
|Dated: February
      12, 2008 |                       
|                               | By:                   
|                               |                       
|                               |                       

---