UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURUTIES EXCHANGE ACT OF 1934

                     For the fiscal year ended May 31, 2009

                        Commission File Number 333-153441

                               BLUE GEM ENTERPRISE
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<CAPTION>
<S>                                                 <C>                                <C>
           Nevada                                    1000                             20-8043372
(State or other jurisdiction of          (Primary Standard Industrial              (I.R.S. Employer
 incorporation or organization)           Classification Code Number)             Identification No.)
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                                 360 Main Street
                              Washington, VA 22747
                    (Address of principal executive offices)

                            Telephone: (540) 675-3149
              (Registrant's telephone number, including area code)

       Joseph Meuse, President
          360 Main Street
        Washington, VA  22747                                   (540) 675-3149
(Name and Address of Agent for Service)                       (Telephone Number)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to section 12(g) of the Act:
                          Common Stock, $.001 par value

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

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

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

As of August 4, 2009, the registrant had 6,520,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market had been established as of August 4, 2009.
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                               BLUE GEM ENTERPRISE
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

                                     Part I

Item 1.  Business                                                            3
Item 1A. Risk Factors                                                       12
Item 2.  Properties                                                         17
Item 3.  Legal Proceedings                                                  17
Item 4.  Submission of Matters to a Vote of Securities Holders              17

                                     Part II

Item 5.  Market for Registrant's Common Equity & Related Stockholder
         Matters                                                            17
Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                          19
Item 8.  Financial Statements                                               24
Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                           34
Item 9A. Controls and Procedures                                            34

                                    Part III

Item 10. Directors and Executive Officers                                   36
Item 11. Executive Compensation                                             37
Item 12. Security Ownership of Certain Beneficial Owners and Management     38
Item 13. Certain Relationships and Related Transactions                     39
Item 14. Principal Accounting Fees and Services                             39

                                     Part IV

Item 15. Exhibits                                                           39

Signatures                                                                  40

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                                     PART I

ITEM 1. BUSINESS

GENERAL INFORMATION

On November 28, 2006, Blue Gem Enterprise, Inc. was incorporated under the laws
of the State of Nevada for the purpose of conducting mineral exploration
activities.

We are an exploration stage company formed for the purposes of acquiring,
exploring, and if warranted and feasible, developing natural resource property.
We raised an aggregate of $48,000 through private placements of our securities.
Proceeds from these placements were used to acquire a mineral property and for
working capital.

On December 14, 2007 we acquired the Golden Prince lode mining claim in the
Sunset Mining District of Clark County, Nevada. We had a qualified engineer
prepare a technical report on the claim. We intend to conduct exploratory
activities on the claim and if feasible, develop the claim.

The Company's principal offices are located at 360 Main Street Washington, VA
22747, and our telephone number is (540) 675-3149. We do not currently have a
functioning website.

From inception until the date of this filing we have had limited operating
activities. Our audited financial statements for the period from inception
through May 31, 2009 report no revenues and a net loss of $55,182. Our
independent auditors have issued an audit opinion for Blue Gem Enterprises which
includes a statement expressing substantial doubt as to our ability to continue
as a going concern.

We have not yet commenced any exploration activities on the claim. We will
require additional funding to commence our planned exploration program. We
cannot provide any assurance that we will be able to raise sufficient funds to
commence our planned exploration program. Our property may not contain any
mineral reserves and funds that we spend on exploration will be lost. Even if we
complete our current exploration program and are successful in identifying a
mineral deposit we will be required to expend substantial funds to bring our
claim to production.

We are an exploration stage company formed for the purposes of acquiring,
exploring, and if warranted and feasible, developing natural resource
properties. We have recently commenced our mineral exploration business and our
operations to date have been limited to raising capital and researching and
acquiring mineral claims in Nevada, USA.

ORGANIZATION WITHIN THE LAST FIVE YEARS

On November 28, 2006, the Company was incorporated under the laws of the State
of Nevada for the purpose of conducting mineral exploration activities. We were
authorized to issue 75,000,000 shares of common stock, par value $.001 per
share, and initially issued 5,000,000 shares of common stock to each of our
directors. Said issuances were paid at a purchase price of the par value per
share.

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On April 24, 2007, we accepted subscriptions for 500,000 shares of our common
stock from 20 investors. The shares of common stock were sold at a purchase
price of $0.01 per share, amounting in the aggregate to $5,000. The offering was
made to non-U.S. persons in offshore transactions pursuant to the exemption from
registration provided by Regulation S of the Securities Act.

On October 27, 2007, we accepted subscriptions for 520,000 shares of our common
stock from 13 investors. The shares of common stock were sold at a purchase
price of $0.025 per share, amounting in the aggregate to $13,000. The offering
was made to non-U.S. persons in offshore transactions pursuant to the exemption
from registration provided by Regulation S of the Securities Act.

On March 28, 2008, we accepted subscriptions for 500,000 shares of our common
stock from 5 investors. The shares of common stock were sold at a purchase price
of $0.05 per share, amounting in the aggregate to $25,000. The offering was made
to non-U.S. persons in offshore transactions pursuant to the exemption from
registration provided by Regulation S of the Securities Act.

In October 2007, we commenced our mineral exploration activities and our
operations to date have been limited to management's researching areas with
mineral potential in Nevada, USA. On December 14, 2007, the Company entered into
an agreement with New Zone Resources Inc. pursuant to which the Company obtained
acquired a 100% interest in and to the Golden Prince lode mining claim located
in the Sunset Mining District of Clark County, Nevada.

In December 2007, we engaged Mr. Laurence Sookochoff, a professional
engineer, to review the geologic premise and information upon which the claim
was acquired, and to provide a technical report as to its merit as an
exploration prospect, including recommendations on appropriate next steps. The
report on the claims, entitled Geological Evaluation Report on the Golden Prince
Lode Mining Claim is dated December 16, 2007 and describes the mineral claim
(tenures, location and access) and the regional, local and property geology. It
also includes relevant information on targeted deposit types and mineralization,
and recommendations with associated budgets, regarding the initial strategy that
should be followed in exploring the claim.

EXPLORATORY ACTIVITIES

We have not commenced any work on the property. Our initial objective will be to
conduct a stage one and two programs as outlined in the recommendations of the
technical report and summarized below. Mineral exploration activities at the
early exploration stage generally consist of acquiring and evaluating one or
more mineral properties, including conducting geological exploration work on the
properties in order to assess their potential for economically viable mineral
deposits. There is presently no known commercially viable deposit on our claims
and exploratory work is required to adequately assess the mineral potential of
the property, if any.

PROPERTY DESCRIPTION, LOCATION AND ACCESS

The Golden Prince Lode Claim, comprising 20 acres, was located on December 4,
2007 and was filed in the Clark County recorder's office in Las Vegas on
December 5, 2007. The Golden Prince Lode Claim is located within Township 27S,
Range 60E, Section 31, and adjoining Township 28S, Range 60E, Section 6 in the
Sunset Mining District of Clark County, Nevada.

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Access from Las Vegas, Nevada to the Golden Prince Lode Claim is southeastward
to Boulder City, thence southward via Highway 95 to Searchlight, thence westward
via Highway 164 to Crescent from where a sub-standard road is taken northward to
the Golden Prince Lode Claim. The entire distance from Las Vegas to the Golden
Prince Lode Claim is approximately 84 miles.

HISTORY

The Sunset Mining District was established in 1867 within an area comprised of a
group of hills (Lucy Grey Range) of relatively low relief about 16 miles south
of Jean, Nevada. The Sunset Mining District is south of the Goodsprings Mining
District which ranks second only to Tonopah Mining District in total Nevada lead
and zinc production. There is no recorded production from the ground covered by
the Golden Prince Lode Claim, however, inclusive prospect pits indicate the
exploration of mineralized zones.

GEOLOGICAL SETTING

Geologically, the Sunset Mining District is the southern extension of the Yellow
Pine Mining District where the Mountain Ranges consist mainly of Paleozoic
sediments which have undergone intense folding accompanied by faulting. A series
of Carboniferous sediments consist largely of siliceous limestones and include
strata of pure crystalline limestone and dolomite with occasional intercalated
beds of fine grained sandstone. These strata have a general west to southwest
dip of from 15 to 45 degrees which is occasionally disturbed by local folds.
Igneous rocks are scarce and are represented chiefly by quartz-monzonite
porphyry dikes and sills. The quartz-monzonite porphyry is intruded into these
strata and is of post-Jurassic age, perhaps Tertiary.

The sedimentary rocks in the Yellow Pine Mining District range in age from Upper
Cambrian to recent. The Paleozoic section includes the Cambrian Golden Prince
King and Nopah Formations, the Devonian Sultan, Mississippian Monte Cristo
Limestone, Pennsylvanian/Mississippian Bird Spring Formation and Permian Kaibab
Limestone.

The Mesozoic section is comprised only of the Triassic Moenkopi and Chinle
Formations and an upper Mesozoic unit of uncertain age termed the Lavinia Wash
Formation. The Paleozoic rocks are dominantly carbonates while the Mesozoic
units are continental clastics. Tertiary rocks include gravels and minor
volcanic tuffs.

Only two varieties of intrusive rocks are known in the district. The most
abundant is granite porphyry which forms three large sill-like masses. The sills
generally lie near major thrust faults and are thought to have been emplaced
along breccia zones at the base of the upper plate of the thrust fault. Locally,
small dikes of basaltic composition and uncertain age have been encountered in
some of the mine workings.

The region reveals an amazing record of folding, thrust faulting and normal
faulting. Folding began in the early Jurassic, resulting in broad flexures in
the more massive units and tight folds in the thinly bedded rocks. The thrust
faults in the district are part of a belt of thrust faulted rocks, the Foreland
Fold and Thrust Belt that stretches from southern Canada to southern California.
Deformation within this belt began in the Jurassic and continued until
Cretaceous time. Within the Goodsprings District thrust faulting appears to
post-date much of the folding, but despite intensive study the actual age of

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thrusting continues to be the subject of contentious debate. Three major thrusts
have been mapped; from west to east, the Green Monster, Keystone and Contact
thrusts.

Of these, the Keystone is the most persistent along strike having been mapped
for a distance of over 50 kilometers. The stratigraphic relationships along the
Keystone fault are similar to those for all the major thrusts in the area,
Cambrian Golden Prince King Formation has been thrust eastward over younger
Paleozoic rocks. The Golden Prince Lode Claim is indicated to be underlain in
part by basement Precambrian rocks overlain by the Cambrian to Devonian
Goodsprings dolomite.

REGIONAL MINERALIZATION

In the Goodsprings Mining District proximally north of the Sunset Mining
District, the ore deposits can at best be characterized as enigmatic. They
appear to fall into two distinct types, which may or may not be related,
gold-copper deposits and lead-zinc deposits. Gold-copper deposits are clearly
related to sill-like masses of granite porphyry. All existing mines worked the
contact between the intrusive and surrounding sedimentary rocks. Gold occurred
in both the intrusive and the carbonate wall rocks. It appears any carbonate
unit was a suitable host.

The lead-zinc deposits are often distant from intrusives and occur as veins or
replacements of brecciated rocks along fault zones, either thrust faults or
normal faults. Unlike the gold deposits, the productive lead-zinc deposits are
restricted to the Monte Cristo Formation. Mineralogy of gold-copper deposits
consists of native gold, pyrite, limonite, cinnabar, malachite, azurite and
chrysocolla. Lead-zinc deposits are comprised of hydrozincite, calamine,
smithsonite, cerrusite, anglesite, galena and iron oxides. The rather unusual
mineralogy of the district is due to the great depth of surface oxidation,
exceeding 600 feet.

Typical sulfides such as chalcopyrite, sphalerite and pyrite have been partially
or completely altered to more stable hydrated carbonates and sulfates. Only the
highly insoluble lead sulfide, galena has successfully resisted surface
oxidation. Primary alteration is difficult to characterize due to the supergene
overprint, but again appears to differ for gold-copper deposits and lead-zinc
deposits. Gold-copper ores have been extensively sericitized and kaolinized,
altering the host pluton to a rock that can be mined through simple excavation
with little or no blasting. The rock is so thoroughly altered it decrepitates on
exposure to the atmosphere. On the other hand, lead-zinc deposits appear to be
characterized by dolomitization and minor silcification.

LOCAL MINERALIZATION

Mineralization is reported as gold, silver, lead, and zinc within a breccia pipe
in Precambrian gneiss. The minerals are concentrated in secondary fractures
which cut the quartz veins.

PROPERTY MINERALIZATION

The mineralization on the Golden Prince Lode Claim is not known, however, the
indicated prospect pits within the Claim may have explored mineralization gold,
silver, lead, and copper hosted by fractures within a breccia pipe of the
Precambrian gneiss as at the nearby Lucy Grey mine.

                                       6
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                [MAP SHOWING LOCATION OF THE GOLDEN PRINCE CLAIM]





                                       7
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           [MAP SHOWING REGIONAL LOCATION OF THE GOLDEN PRINCE CLAIM]





                                       8
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                      [MAP SHOWING THE REGIONAL TOPOGRAPHY]





                                       9
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                       [MAP SHOWING THE REGIONAL GEOLOGY]





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CONDITIONS TO RETAIN TITLE TO THE CLAIM

State and Federal regulations require a yearly maintenance fee to keep the claim
in good standing. In accordance with Federal regulations, the Golden Prince Lode
Claim is in good standing to September 1, 2010. A yearly maintenance fee of
$125.00 is required to be paid to the Bureau of Land Management prior to the
expiry date to keep the claim in good standing for an additional year.

PRESENT CONDITION OF THE CLAIM

The claim is in good standing until September 1, 2010.

COMPETITIVE CONDITIONS

The mineral exploration business is an extremely competitive industry. We are
competing with many other exploration companies looking for minerals. We are a
very early stage mineral exploration company and a very small participant in the
mineral exploration business. Being a junior mineral exploration company, we
compete with other companies like ours for financing and joint venture partners.
Additionally, we compete for resources such as professional geologists, camp
staff, helicopters and mineral exploration supplies.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

GOVERNMENT APPROVALS AND RECOMMENDATIONS

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in USA generally, and in Nevada specifically.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

We currently have no costs to comply with environmental laws concerning our
exploration program. We will also have to sustain the cost of reclamation and
environmental remediation for all work undertaken which causes sufficient
surface disturbance to necessitate reclamation work. Both reclamation and
environmental remediation refer to putting disturbed ground back as close to its
original state as possible. Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to a natural state after
completion of exploration activities. Environmental remediation refers to the
physical activity of taking steps to remediate, or remedy, any environmental
damage caused, i.e. refilling trenches after sampling or cleaning up fuel
spills. Our initial programs do not require any reclamation or remediation other

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than minor clean up and removal of supplies because of minimal disturbance to
the ground. The amount of these costs is not known at this time as we do not
know the extent of the exploration program we will undertake, beyond completion
of the recommended three phases described above. Because there is presently no
information on the size, tenor, or quality of any resource or reserve at this
time, it is impossible to assess the impact of any capital expenditures on our
earnings or competitive position in the event a potentially economic deposit is
discovered.

EMPLOYEES

We currently have no employees other than our directors. We intend to retain the
services of geologists, prospectors and consultants on a contract basis to
conduct the exploration programs on our mineral claims and to assist with
regulatory compliance and preparation of financial statements.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We also make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements, including filing Form
10-K annually and Form 10-Q quarterly. In addition, we will file Form 8-K and
other proxy and information statements from time to time as required. We do not
intend to voluntarily file the above reports in the event that our obligation to
file such reports is suspended under the Exchange Act. The public may read and
copy any materials that we file with the Securities and Exchange Commission,
("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC.

ITEM 1A. RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING KNOWN RISKS AND UNCERTAINTIES IN
ADDITION TO OTHER INFORMATION IN THIS REPORT IN EVALUATING OUR COMPANY. OUR
BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE SERIOUSLY HARMED
DUE TO ANY OF THE FOLLOWING KNOWN RISKS. THE RISKS DESCRIBED BELOW ARE NOT THE
ONLY ONES FACING OUR COMPANY. ADDITIONAL RISKS NOT PRESENTLY KNOWN TO US MAY
ALSO IMPAIR OUR BUSINESS OPERATIONS.

ESTIMATES OF MINERALIZED MATERIAL ARE FORWARD-LOOKING STATEMENTS INHERENTLY
SUBJECT TO ERROR. ALTHOUGH RESOURCE ESTIMATES REQUIRE A HIGH DEGREE OF ASSURANCE
IN THE UNDERLYING DATA WHEN THE ESTIMATES ARE MADE, UNFORESEEN EVENTS AND
UNCONTROLLABLE FACTORS CAN HAVE SIGNIFICANT ADVERSE OR POSITIVE IMPACTS ON THE
ESTIMATES. ACTUAL RESULTS WILL INHERENTLY DIFFER FROM ESTIMATES. THE UNFORESEEN
EVENTS AND UNCONTROLLABLE FACTORS INCLUDE: GEOLOGIC UNCERTAINTIES INCLUDING
INHERENT SAMPLE VARIABILITY, METAL PRICE FLUCTUATIONS, VARIATIONS IN MINING AND
PROCESSING PARAMETERS, AND ADVERSE CHANGES IN ENVIRONMENTAL OR MINING LAWS AND
REGULATIONS. THE TIMING AND EFFECTS OF VARIANCES FROM ESTIMATED VALUES CANNOT BE
ACCURATELY PREDICTED.

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RISKS RELATING TO OUR COMPANY

OUR AUDITORS HAVE RAISED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.

Our financial statements for the year ended May 31, 2009 were prepared assuming
that we will continue our operations as a going concern. We were incorporated on
November 28, 2006 and do not have a history of earnings. As a result, our
independent accountants, in their audit report dated July 31, 2009 have raised
substantial doubt about our ability to continue as a going concern. Continued
operations are dependent on our ability to complete equity or debt financings or
generate profitable operations. Such financings may not be available or may not
be available on reasonable terms. Our financial statements do not include any
adjustments that may result from the outcome of this uncertainty.

WE MAY REQUIRE ADDITIONAL FUNDS WHICH WE PLAN TO RAISE THROUGH THE SALE OF OUR
COMMON STOCK, WHICH REQUIRES FAVORABLE MARKET CONDITIONS AND INTEREST IN OUR
ACTIVITIES BY INVESTORS. WE MAY NOT BE ABLE TO SELL OUR COMMON STOCK AND FUNDING
WOULD NOT BE AVAILABLE FOR CONTINUED OPERATIONS.

Our current assets of $7,818 will not be sufficient to complete the first phase
of our planned exploration program on the Golden Prince mining claim. We will
require additional funding. Our only present means of funding is through the
sale of our common stock. The sale of common stock requires favorable market
conditions for junior exploration companies like ours, as well as specific
interest in our stock, neither of which may exist if and when additional funding
is required by us. If we are unable to raise additional funds, we may have to
cease our operations.

WE HAVE A VERY LIMITED HISTORY OF OPERATIONS AND ACCORDINGLY THERE IS NO TRACK
RECORD THAT WOULD PROVIDE A BASIS FOR ASSESSING OUR ABILITY TO CONDUCT
SUCCESSFUL MINERAL EXPLORATION ACTIVITIES. WE MAY NOT BE SUCCESSFUL IN CARRYING
OUT OUR BUSINESS OBJECTIVES.

We were incorporated on November 28, 2006 and to date, have been involved
primarily in organizational activities, obtaining financing and acquiring an
interest in the claims. Accordingly we have no track record of successful
exploration activities, strategic decision making by management, fund-raising
ability, and other factors that would allow an investor to assess the likelihood
that we will be successful as a junior resource exploration company. Junior
exploration companies often fail to achieve or maintain successful operations,
even in favorable market conditions. There is a substantial risk that we will
not be successful in our exploration activities, or if initially successful, in
thereafter generating any operating revenues or in achieving profitable
operations.

OUR FAILURE TO MAKE REQUIRED PAYMENT COULD CAUSE US TO LOSE TITLE TO THE MINERAL
CLAIM.

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The Golden Prince mining claim has an expiration date of September 1, 2010. In
order to maintain the tenure of our ownership of the claim in good standing, it
will be necessary for us to pay an annual maintenance fee of $125 to the Bureau
of Land Management before the expiration date.

DUE TO THE SPECULATIVE NATURE OF MINERAL PROPERTY EXPLORATION, THERE IS
SUBSTANTIAL RISK THAT NO COMMERCIALLY VIABLE MINERAL DEPOSITS WILL BE FOUND ON
OUR GOLDEN PRINCE CLAIM OR OTHER MINERAL PROPERTIES THAT WE ACQUIRE.

In order for us to even commence mining operations we face a number of
challenges which include finding qualified professionals to conduct our
exploration program, obtaining adequate financing to continue our exploration
program, locating a viable mineral body, partnering with a senior mining
company, obtaining mining permits, and ultimately selling minerals in order to
generate revenue. Moreover, exploration for commercially viable mineral deposits
is highly speculative in nature and involves substantial risk that no viable
mineral deposits will be located on any of our present or future mineral
properties. There is a substantial risk that the exploration program that we
will conduct on the Claim may not result in the discovery of any significant
mineralization, and therefore no commercial viable mineral deposit. There are
numerous geological features that we may encounter that would limit our ability
to locate mineralization or that could interfere with our exploration programs
as planned, resulting in unsuccessful exploration efforts. In such a case, we
may incur significant costs associated with an exploration program, without any
benefit. This would likely result in a decrease in the value of our common
stock.

DUE TO THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for minerals involves numerous hazards. As a result, we may become
subject to liability for such hazards, including pollution, cave-ins and other
hazards against which we cannot insure or may elect not to insure. We currently
have no such insurance nor do we expect to obtain such insurance for the
foreseeable future. If a hazard were to occur, the costs of rectifying the
hazard may exceed our asset value and cause us to liquidate all our assets and
cease operations, resulting in the loss of your entire investment.

THE MARKET PRICE FOR PRECIOUS METALS IS BASED ON NUMEROUS FACTORS OUTSIDE OF OUR
CONTROL. THERE IS A RISK THAT THE MARKET PRICE FOR PRECIOUS METALS WILL
SIGNIFICANTLY DECREASE, WHICH WILL MAKE IT DIFFICULT FOR US TO FUND FURTHER
MINERAL EXPLORATION ACTIVITIES, AND WOULD DECREASE THE PROBABILITY THAT ANY
SIGNIFICANT MINERALIZATION THAT WE LOCATE CAN BE ECONOMICALLY EXTRACTED.

Numerous factors beyond our control may affect the marketability of minerals.
These factors include market fluctuations, the proximity and capacity of natural
resource markets and processing equipment, government regulations, including
regulations relating to prices, taxes, royalties, land tenure, land use,
importing and exporting of minerals and environmental protection. The exact

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effect of these factors cannot be accurately predicted, but the combination of
these factors may result in our not receiving an adequate return on invested
capital and you may lose your entire investment.

SINCE THE MAJORITY OF OUR SHARES OF COMMON STOCK ARE OWNED BY OUR PRESIDENT,
CHIEF EXECUTIVE OFFICER AND DIRECTORS, OUR OTHER STOCKHOLDERS MAY NOT BE ABLE TO
INFLUENCE CONTROL OF THE COMPANY OR DECISION MAKING BY MANAGEMENT OF THE
COMPANY.

Our directors beneficially own 76.69% of our outstanding common stock. The
interests of our directors may not be, at all times, the same as that of our
other shareholders. Our directors are not simply passive investors but are also
executive officers of the Company, their interests as executives may, at times
be adverse to those of passive investors. Where those conflicts exist, our
shareholders will be dependent upon our directors exercising, in a manner fair
to all of our shareholders, their fiduciary duties as officers or as members of
the Company's Board of Directors. Also, our directors will have the ability to
significantly influence the outcome of most corporate actions requiring
shareholder approval, including the sale of all or substantially all of our
assets and amendments to our articles of incorporation. This concentration of
ownership may also have the effect of delaying, deferring or preventing a change
of control of us, which may be disadvantageous to minority shareholders.

SINCE OUR OFFICERS AND DIRECTORS HAVE THE ABILITY TO BE EMPLOYED BY OR CONSULT
FOR OTHER COMPANIES, THEIR OTHER ACTIVITIES COULD SLOW DOWN OUR OPERATIONS.

Our directors are not required to work exclusively for us and do not devote all
of their time to our operations. Therefore, it is possible that a conflict of
interest with regard to their time may arise based on their employment by other
companies. Their other activities may prevent them from devoting full-time to
our operations which could slow our operations and may reduce our financial
results because of the slow down in operations. It is expected that each of our
directors will devote between 10 and 20 hours per week to our operations on an
ongoing basis, and when required will devote whole days and even multiple days
at a stretch when property visits are required or when extensive analysis of
information is needed. We do not have any written procedures in place to address
conflicts of interest that may arise between our business and the business
activities of our directors.

RISKS RELATING TO OUR COMMON STOCK

THERE IS NO CURRENT ACTIVE TRADING MARKET FOR OUR SECURITIES.

Our common stock has been listed for trading on FINRA's OTC Bulletin Board since
December 24, 2008 under the symbol "BGEM", however; there has been no active
trading in our shares. There is no guarantee of trading volume or trading price
levels sufficient for investors to sell their stock, recover their investment in
our stock, or profit from the sale of their stock.

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OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE
TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

Under U.S. federal securities legislation, our common stock will constitute
"penny stock". Penny stock is any equity security that has a market price of
less than $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require that a broker or
dealer approve a potential investor's account for transactions in penny stocks,
and the broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to be
purchased. In order to approve an investor's account for transactions in penny
stocks, the broker or dealer must obtain financial information and investment
experience objectives of the person, and make a reasonable determination that
the transactions in penny stocks are suitable for that person and the person has
sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker or dealer must
also deliver, prior to any transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock market, which, in
highlight form sets forth the basis on which the broker or dealer made the
suitability determination. Brokers may be less willing to execute transactions
in securities subject to the "penny stock" rules. This may make it more
difficult for investors to dispose of our common stock and cause a decline in
the market value of our stock. Disclosure also has to be made about the risks of
investing in penny stocks in both public offerings and in secondary trading and
about the commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks.

WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE
INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock. As of May 31, 2009 the Company had 6,520,000 shares of common
stock outstanding. Accordingly, we may issue up to an additional 68,480,000
shares of common stock. The future issuance of common stock may result in
substantial dilution in the percentage of our common stock held by our then
existing shareholders. We may value any common stock issued in the future on an
arbitrary basis. The issuance of common stock for future services or
acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by our investors, and might have an adverse effect on
any trading market for our common stock.

BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR
STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY
SELL THEM.

We intend to retain any future earnings to finance the development and expansion
of our business. We do not anticipate paying any cash dividends on our common
stock in the foreseeable future. Unless we pay dividends, our stockholders will
not be able to receive a return on their shares unless they sell them. There is
no assurance that stockholders will be able to sell shares when desired.

                                       16
<PAGE>
ITEM 2. PROPERTIES

Our executive offices are located at 360 Main Street Washington, VA 22747. The
space is being provided to us by our President without charge.

We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

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

There were no matters submitted to a vote of the security holders during the
year ended May 31, 2009.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our shares are quoted on the Over-the-Counter Bulletin Board (OTCBB) under the
symbol "BGEM". The OTCBB is a regulated quotation service that displays
real-time quotes, last sale prices and volume information in over-the-counter
securities. The OTCBB is not an issuer listing service, market or exchange.
Although the OTCBB does not have any listing requirements per se, to be eligible
for quotation on the OTCBB issuers must remain current in their filings with the
SEC or applicable regulatory authority. Securities quoted on the OTCBB that
become delinquent in their required filings will be removed following a 30 or 60
day grace period if they do not make their required filing during that time. We
cannot guarantee that we will continue to have the funds required to remain in
compliance with our reporting obligations.

There has been no active trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this report Blue Gem Enterprise had 40
shareholders of record. We have paid no cash dividends and have no outstanding
options.

PENNY STOCK RULES

The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

A purchaser is purchasing penny stock which limits the ability to sell the
stock. Our shares constitute penny stock under the Securities and Exchange Act.
The shares will remain penny stocks for the foreseeable future. The

                                       17
<PAGE>
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be subject to
Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than
creating a need to comply with those rules, some broker-dealers will refuse to
attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:

     -    contains a description of the nature and level of risk in the market
          for penny stock in both public offerings and secondary trading;

     -    contains a description of the broker's or dealer's duties to the
          customer and of the rights and remedies available to the customer with
          respect to a violation of such duties or other requirements of the
          Securities Act of 1934, as amended;

     -    contains a brief, clear, narrative description of a dealer market,
          including "bid" and "ask" price for the penny stock and the
          significance of the spread between the bid and ask price;

     -    contains a toll-free telephone number for inquiries on disciplinary
          actions;

     -    defines significant terms in the disclosure document or in the conduct
          of trading penny stocks; and

     -    contains such other information and is in such form (including
          language, type, size and format) as the Securities and Exchange
          Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:

     -    the bid and offer quotations for the penny stock;

     -    the compensation of the broker-dealer and its salesperson in the
          transaction;

     -    the number of shares to which such bid and ask prices apply, or other
          comparable information relating to the depth and liquidity of the
          market for such stock; and

     -    monthly account statements showing the market value of each penny
          stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading

                                       18
<PAGE>
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.

REPORTS

We are subject to certain filing requirements and will furnish annual financial
reports to our stockholders, certified by our independent accountant, and will
furnish un-audited quarterly financial reports in our quarterly reports filed
electronically with the SEC. All reports and information filed by us can be
found at the SEC website, www.sec.gov.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

YEARS ENDED MAY 31, 2009 AND 2008

We did not earn any revenues during the years ended May 31, 2009 and 2008.

We incurred operating expenses in the amount of $36,422 and $15,760 for the
years ended May 31, 2009 and 2008.

From inception (November 28, 2006) through the year ended May 31, 2009 we had no
revenues and a net loss of $55,182.

LIQUIDITY AND CAPITAL RESOURCES

At May 31, 2009, we had a cash balance of $7,818. We do not have enough cash on
hand to commence our exploration program. We will need to raise additional funds
to commence our planned exploration program.

The additional funding will likely come from equity financing from the sale of
our common stock or sale of part of our interest in our mineral claims. If we
are successful in completing an equity financing, existing shareholders will
experience dilution of their interest in our Company. We do not have any
financing arranged and we cannot provide investors with any assurance that we
will be able to raise sufficient funding from the sale of our common stock to
fund our exploration activities. In the absence of such financing, our business
will likely fail.

There are no assurances that we will be able to achieve further sales of our
common stock or any other form of additional financing. If we are unable to
achieve the financing necessary to continue our plan of operations, then we will
not be able to continue our exploration of the Claims and our business will
fail.

                                       19
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles ("GAAP") in the United States of
America and are presented in US dollars.

EXPLORATION STAGE COMPANY

The Company is considered to be in the exploration stage, pursuant to Statement
of Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by
Exploration Stage Enterprises."

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of reveneus and
explenses during the reporting period. The Company regularly evaluates estimates
and assumptions. The Company bases its estimates and assumptions on current
facts, historical experience and various other factors that it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgements about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by the Company may differ materially and
adversely from the Company's estimates. To the extent there are material
differences between the estimates and the actual results, future results of
operations will be affected. The most significant estimates with regard to these
financial statements relate to useful lives of assets and deferred income tax
rates and timing of the reversal of income tax differences.

CASH AND CASH EQUIVALENTS

For the purposes of presenting cash flows, the company considers all highly
liquid investments with original maturities of three months or less to be cash
equivalents.

EQUIPMENT

Fixed assets are stated on the basis of historical cost less accumulated
depreciation. Depreciation is provided using the straight-line method over the
two to five year estimated useful lives of the assets.

                                       20
<PAGE>
MINERAL INTERESTS

Mineral property acquisition costs are capitalized (when material) in accordance
with Emerging Issues Task Force ("EITF") 04-2. Mineral property exploration
costs are expensed as incurred. When it has been determined that a mineral
property can be economically developed as a result of establishing proven and
probable reserves, the costs incurred to develop such property are capitalized.
To date the Company has not established any reserves on its mineral properties.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews long-lived assets for indicators of impairment whenever
events or changes in circumstances indicate that the carrying value may not be
recoverable. If the review indicates that the carrying amount of the asset may
not be recoverable, the potential impairment is measured based on a projected
discounted cash flow method using a discount rate that is considered to be
commensurate with the risk inherent in the Company's current business model. For
purposes of recognition and measurement of an impairment loss, a long-lived
asset is grouped with other assets at the lowest level for which identifiable
cash flows are largely independent of the cash flows of other assets.

FINANCIAL INSTRUMENTS

The fair value of the Company's financial instruments consists of cash and is
estimated to be equal to its carrying value based on the short-term nature of
the instrument. It is management's opinion that the Company is not exposed to
significant interest, currency or credit risks arising from this financial
instrument.

INCOME TAXES

The Company has adopted SFAS No. 109 - "Accounting for Income Taxes". SFAS No.
109 requires the use of the asset and liability method of accounting of income
taxes. Under the asset and liability method of SFAS No. 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statements carrying amounts of
assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.

In June 2006, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the
accounting for uncertainty in income taxes by prescribing a two-step method of
first evaluating whether a tax position has met a more likely than not
recognition threshold and, second, measuring that tax position to determine the
amount of benefit to be recognized in the financial statements. FIN 48 provides
guidance on the presentation of such positions within a classified balance sheet
as well as on de-recognition, interest and penalties, accounting in interim
periods, disclosure and transition. FIN 48 was adopted by the Company on June 1,
2007.

                                       21
<PAGE>
FOREIGN CURRENCY TRANSLATION

The financial statements are presented in United States dollars. In accordance
with SFAS No. 52, "Foreign Currency Translation", foreign denominated monetary
assets and liabilities are translated into their United States dollar
equivalents using foreign exchange rates which prevailed at the balance sheet
date. Non-monetary assets and liabilities are translated at the transaction
date. Revenue and expenses are translated at average rates of exchange during
the period. Related translation adjustments are reported as a separate component
of stockholders' equity, whereas gains or losses resulting from foreign currency
transactions are included in results of operations.

LOSS PER SHARE

In accordance with SFAS No. 128 - "Earnings Per Share", basic loss per common
share is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed similar to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. At May 31, 2009, the Company had
no stock equivalents that were anti-dilutive and excluded in the loss per share
computation.

STOCK-BASED COMPENSATION

The Company has not adopted a stock option plan and therefore has not granted
any stock options. Accordingly, no stock-based compensation has been recorded to
date.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.

PLAN OF OPERATIONS

The following discussion provides information that we believe is relevant to an
assessment and understanding of the results of operations and financial
condition of our company. It should be read in conjunction with the Financial
Statements and accompanying Notes.

Our plan of operation for the following twelve months is to complete the first
and second of the three phases of the exploration program on our claim. In
addition to the $16,000 we anticipate spending for the first two phases of the
exploration program as outlined below, we anticipate spending an additional
$25,000 on general and administration expenses and complying with reporting
obligations. Total expenditures over the next 12 months are therefore expected
to be approximately $41,000. We will experience a shortage of funds prior to
funding and we may utilize funds from our directors. However they have no formal
commitment, arrangement or legal obligation to advance or loan funds to the
company.

                                       22
<PAGE>
Phase 1 Data Evaluation: Magnetometer data for the claim area should be
researched for anomalies potentially caused by mineralization. Priority areas
for prospecting will be any such anomalies.

Phase 2 Geochemical sampling: All priority areas found will be prospected in
detail and systematic soil sampling will be taken. Trenching may be employed to
gather soil samples. Samples need to be analyzed at a specialized laboratory.
Positive results will be the outline of mineralized bodies, through indicator
element signatures.

Phase 3 Drilling: Positive areas will need to be drill tested. The amount of
drilling will depend on the success of phase 1 and 2.

     BUDGET                   $
     ------                 ------
     Phase 1                 6,000
     Phase 2                10,000
     Phase 3                70,000
                            ------
     Total                  86,000
                            ======

We plan to commence Phase 1 of the exploration program on the claim in the fall
of 2009. We expect this phase to take 8 days to complete and an additional one
to two months for the geologist to prepare his report.

The above program costs are management's estimates based upon the
recommendations of the professional geologist's report and the actual project
costs may exceed our estimates. To date, we have not commenced exploration.

Following Phase 1 of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with Phase 2 of our
exploration program. Subject to the results of Phase 1, we anticipate commencing
with Phase 2 and 3 in spring and summer 2010.

We will require additional funding to commence our planned exploration program.
We cannot provide any assurance that we will be able to raise sufficient funds
to commence our planned exploration program.

                                       23
<PAGE>
ITEM 8. FINANCIAL STATEMENTS


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
Blue Gem Enterprise
(An Exploration Stage Company)
Washington, VA 22747

We have audited the accompanying balance sheets of Blue Gem Enterprise (the
"Company") as of May 31, 2009 and 2008, and the related statements of
operations, stockholders' equity, and cash flows for the years ended May 31,
2009 and 2008 and for the period from November 28, 2006 (inception) through May
31, 2009. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Blue Gem Enterprise as of May
31, 2009, and the results of its operations and its cash flows for the years
ended May 31, 2009 and 2008 and for the period from November 28, 2006
(inception) through May 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, the Company's absence of
significant revenues, recurring losses from operations, and its need for
additional financing in order to fund its projected loss in 2010 raise
substantial doubt about its ability to continue as a going concern. The 2009
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ LBB & Associates Ltd., LLP
-------------------------------------
LBB & Associates Ltd., LLP
Houston, Texas
July 31, 2009


                                       24
<PAGE>
                              BLUE GEM ENTERPRISE
                         (An Exploration Stage Company)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                      May 31,            May 31,
                                                                       2009               2008
                                                                     --------           --------
<S>                                                                  <C>                <C>
ASSETS

CURRENT ASSETS
  Cash                                                               $  7,818           $ 38,240
                                                                     --------           --------

TOTAL ASSETS                                                         $  7,818           $ 38,240
                                                                     ========           ========

LIABILITIES & STOCKHOLDERS' EQUITY

LIABILITIES

TOTAL LIABILITIES                                                    $     --           $     --
                                                                     --------           --------

STOCKHOLDERS' EQUITY
  75,000,000 shares Common Stock authorized at $0.001/par value
   6,520,000 shares issued and outstanding at May 31, 2009
   and 2008, respectively                                               6,520              6,520
  Additional Paid-in Capital                                           56,480             50,480
  Deficit accumulated during the exploration stage                    (55,182)           (18,760)
                                                                     --------           --------
TOTAL STOCKHOLDERS' EQUITY                                              7,818             38,240
                                                                     --------           --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $  7,818           $ 38,240
                                                                     ========           ========
</TABLE>


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

                                       25
<PAGE>
                              BLUE GEM ENTERPRISE
                         (An Exploration Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                                                    Inception
                                                                                (November 28, 2006)
                                        Year Ended            Year Ended             Through
                                          May 31,               May 31,               May 31,
                                           2009                  2008                  2009
                                        -----------           -----------           -----------
<S>                                     <C>                   <C>                   <C>
REVENUES
  Revenues                              $        --           $        --           $        --

EXPENSES
  Mineral property costs                        620                10,000                10,620
  Administrative and general                 35,847                 6,018                44,867
                                        -----------           -----------           -----------
      Total operating expenses              (36,467)              (16,018)              (55,487)

Interest Income                                  45                   258                   305
                                        -----------           -----------           -----------

NET LOSS                                $   (36,422)          $   (15,760)          $   (55,182)
                                        ===========           ===========           ===========

Basic earnings per share                      (0.01)                (0.00)
                                        ===========           ===========
Weighted average number of
 common shares outstanding                6,520,000             5,896,822
                                        ===========           ===========
</TABLE>


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

                                       26
<PAGE>
                               BLUE GEM ENTERPRISE
                         (An Exploration Stage Company)
                       Statements of Stockholders' Equity
                 For the period from inception to May 31, 2009

<TABLE>
<CAPTION>
                                                                               Deficit
                                                                             Accumulated
                                                  Common       Additional     During the
                                     Common       Stock         Paid-in      Exploration
                                     Stock        Amount        Capital         Stage           Total
                                     -----        ------        -------         -----           -----
<S>                                <C>            <C>          <C>            <C>             <C>
Common Stock issued for cash
 at November 28, 2006              5,500,000      $ 5,500      $  4,500       $      --       $ 10,000
Donated services                          --           --         3,000              --          3,000
Net loss                                  --           --            --          (3,000)        (3,000)
                                  ----------      -------      --------       ---------       --------
BALANCE MAY 31, 2007               5,500,000        5,500         7,500          (3,000)        10,000

Common Stock issued for cash
 at October 30, 2008               1,020,000        1,020        36,980              --         38,000
Donated services                          --           --         6,000              --          6,000
Net loss                                  --           --            --         (15,760)       (15,760)
                                  ----------      -------      --------       ---------       --------
BALANCE, MAY 31, 2008              6,520,000        6,520        50,480         (18,760)        38,240

Donated services                          --           --         6,000              --          6,000
Net loss                                  --           --            --         (36,422)       (36,422)
                                  ----------      -------      --------       ---------       --------

Balance May 31, 2009               6,520,000      $ 6,520      $ 56,480       $ (55,182)      $  7,818
                                  ==========      =======      ========       =========       ========
</TABLE>


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

                                       27
<PAGE>

                              BLUE GEM ENTERPRISES
                         (An Exploration Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                     Inception
                                                                                                 (November 28, 2006)
                                                               Year Ended         Year Ended          Through
                                                                 May 31,            May 31,            May 31,
                                                                  2009               2008               2009
                                                                --------           --------           --------
<S>                                                             <C>                <C>                <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Net income (loss)                                             $(36,422)          $(15,760)          $(55,182)
  Non-cash items:
    Write off of mineral property cost                                --             10,000             10,000
    Donated services                                               6,000              6,000             15,000
                                                                --------           --------           --------
       Total cash provided by (used in) operating activities     (30,422)               240            (30,182)
                                                                --------           --------           --------
CASH FLOW FROM INVESTING ACTIVITIES
  Mineral property acquisition cost                                   --            (10,000)           (10,000)
                                                                --------           --------           --------
       Net cash used in investing activities                          --            (10,000)           (10,000)
                                                                --------           --------           --------
CASH FLOW FROM FINANCING ACTIVITIES
  Proceeds from issuance of Common Stock                              --             38,000             48,000
                                                                --------           --------           --------
       Net cash provided by financing activities                      --             38,000             48,000
                                                                --------           --------           --------

Net increase (decrease) in cash                                  (30,422)            28,240              7,818

Cash at beginning of period                                       38,240             10,000                 --
                                                                --------           --------           --------

Cash at end of period                                           $  7,818           $ 38,240           $  7,818
                                                                ========           ========           ========
Supplemental Cash Flow Information:
  Interest Paid                                                 $     --           $     --           $     --
                                                                ========           ========           ========
  Taxes Paid                                                    $     --           $     --           $     --
                                                                ========           ========           ========
</TABLE>


 The accompanying footnotes are an integral part of these financial statements

                                       28
<PAGE>
                              BLUE GEM ENTERPRISE
                         (An Exploration Stage Company)
                         Notes to Financial Statements
                                  May 31, 2009


1. NATURE AND CONTINUANCE OF OPERATIONS

Blue Gem Enterprise (the "Company") was incorporated in the State of Nevada on
November 28, 2006. The Company is in the business of mineral exploration.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As of May 31, 2009, the Company has not yet
achieved profitable operations and has accumulated a deficit of $55,182. Its
ability to continue as a going concern is dependent upon the ability of the
Company to obtain the necessary financing to meet its obligations and pay its
liabilities arising from normal business operations when they come due. The
outcome of these matters cannot be predicted with any certainty at this time and
raise substantial doubt that the Company will be able to continue as a going
concern. These financial statements do not include any adjustments to the
amounts and classification of assets and liabilities that may be necessary
should the Company be unable to continue as a going concern. Management intends
to obtain additional funding by borrowing funds from its directors and officers,
or a private placement of common stock.

2. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles ("GAAP") in the United States of
America and are presented in US dollars.

EXPLORATION STAGE COMPANY

The Company is considered to be in the exploration stage, pursuant to Statement
of Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by
Exploration Stage Enterprises."

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of reveneus and
explenses during the reporting period. The Company regularly evaluates estimates
and assumptions. The Company bases its estimates and assumptions on current
facts, historical experience and various other factors that it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgements about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by the Company may differ materially and
adversely from the Company's estimates. To the extent there are material
differences between the estimates and the actual results, future results of
operations will be affected. The most significant estimates with regard to these
financial statements relate to useful lives of assets and deferred income tax
rates and timing of the reversal of income tax differences.

CASH AND CASH EQUIVALENTS

For the purposes of presenting cash flows, the company considers all highly
liquid investments with original maturities of three months or less to be cash
equivalents.

                                       29
<PAGE>
                              BLUE GEM ENTERPRISE
                         (An Exploration Stage Company)
                         Notes to Financial Statements
                                  May 31, 2009


EQUIPMENT

Fixed assets are stated on the basis of historical cost less accumulated
depreciation. Depreciation is provided using the straight-line method over the
two to five year estimated useful lives of the assets.

MINERAL INTERESTS

Mineral property acquisition costs are capitalized (when material) in accordance
with Emerging Issues Task Force ("EITF") 04-2. Mineral property exploration
costs are expensed as incurred. When it has been determined that a mineral
property can be economically developed as a result of establishing proven and
probable reserves, the costs incurred to develop such property are capitalized.
To date the Company has not established any reserves on its mineral properties.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews long-lived assets for indicators of impairment whenever
events or changes in circumstances indicate that the carrying value may not be
recoverable. If the review indicates that the carrying amount of the asset may
not be recoverable, the potential impairment is measured based on a projected
discounted cash flow method using a discount rate that is considered to be
commensurate with the risk inherent in the Company's current business model. For
purposes of recognition and measurement of an impairment loss, a long-lived
asset is grouped with other assets at the lowest level for which identifiable
cash flows are largely independent of the cash flows of other assets.

FINANCIAL INSTRUMENTS

The fair value of the Company's financial instruments consists of cash and is
estimated to be equal to its carrying value based on the short-term nature of
the instrument. It is management's opinion that the Company is not exposed to
significant interest, currency or credit risks arising from this financial
instrument.

INCOME TAXES

The Company has adopted SFAS No. 109 - "Accounting for Income Taxes". SFAS No.
109 requires the use of the asset and liability method of accounting of income
taxes. Under the asset and liability method of SFAS No. 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statements carrying amounts of
assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.

In June 2006, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the
accounting for uncertainty in income taxes by prescribing a two-step method of
first evaluating whether a tax position has met a more likely than not
recognition threshold and, second, measuring that tax position to determine the
amount of benefit to be recognized in the financial statements. FIN 48 provides
guidance on the presentation of such positions within a classified balance sheet
as well as on de-recognition, interest and penalties, accounting in interim
periods, disclosure and transition. FIN 48 was adopted by the Company on June 1,
2007.

                                       30
<PAGE>
                              BLUE GEM ENTERPRISE
                         (An Exploration Stage Company)
                         Notes to Financial Statements
                                  May 31, 2009


FOREIGN CURRENCY TRANSLATION

The financial statements are presented in United States dollars. In accordance
with SFAS No. 52, "Foreign Currency Translation", foreign denominated monetary
assets and liabilities are translated into their United States dollar
equivalents using foreign exchange rates which prevailed at the balance sheet
date. Non-monetary assets and liabilities are translated at the transaction
date. Revenue and expenses are translated at average rates of exchange during
the period. Related translation adjustments are reported as a separate component
of stockholders' equity, whereas gains or losses resulting from foreign currency
transactions are included in results of operations.

LOSS PER SHARE

In accordance with SFAS No. 128 - "Earnings Per Share", basic loss per common
share is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed similar to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. At May 31, 2009, the Company had
no stock equivalents that were anti-dilutive and excluded in the loss per share
computation.

STOCK-BASED COMPENSATION

The Company has not adopted a stock option plan and therefore has not granted
any stock options. Accordingly, no stock-based compensation has been recorded to
date.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.

3. RELATED PARTY TRANSACTIONS

The Company recognized donated services, commencing December 1, 2006, to
directors of the Company for management fees, valued at $500 per month, as
follows:

                                                                Period From
                                                             November 28, 2006
                           Year Ended       Year Ended        (Inception) to
                             May 31,          May 31,             May 31,
                              2009             2008                2009
                            --------         --------            --------

Management Fees              $6,000           $6,000              $15,000

Related party transactions are measured at the exchange amount, which represents
the amount agreed to between the related parties.

                                       31
<PAGE>
                              BLUE GEM ENTERPRISE
                         (An Exploration Stage Company)
                         Notes to Financial Statements
                                  May 31, 2009


4. COMMON STOCK

During the period ended May 31, 2007, the Company issued 5,500,000 shares of
common stock for $10,000 cash.

During the period ended May 31, 2007, the Company received donated capital of
$3,000 for management fees.

During the year ended May 31, 2008, the Company issued 1,020,000 shares of
common stock for $38,000 cash.

During the year ended May 31, 2008, the Company received donated capital of
$6,000 for management fees.

During the year ended May 31, 2009, the Company received donated capital of
$6,000 for management fees.

At May 31, 2009, the Company had no issued or outstanding stock options or
warrants.

5. MINERAL PROPERTY

On December 14, 2007 the Company acquired the Golden Prince lode mining claim in
the Sunset Mining District of Clark County, Nevada for $10,000.

6. INCOME TAXES

The provision for income taxes reported differs from the amounts computed by
applying aggregate income tax rates for the loss before tax provision due to the
following:

<TABLE>
<CAPTION>
                                                                         2009                2008
                                                                       --------            --------
<S>                                                                    <C>                 <C>
Loss before income taxes                                               $(36,422)           $(15,760)
Statutory tax rate                                                           34%                 34%
Estimated recovery of income taxes computed at standard rates           (12,400)              5,400
Non-deductible items                                                         --              (2,000)
Valuation Allowance                                                     (12,400)             (3,400)
                                                                       --------            --------

                                                                       $     --            $     --
                                                                       ========            ========
</TABLE>

At May 31, 2009, the Company had accumulated non-capital loss carry-forwards of
approximately $55,000, which are available to reduce taxable income in future
taxation years and expire in 2028. The resulting net operating loss carryforward
deferred tax asset is approximately $18,700. The Company has recorded a
valuation allowance of $18,700 against this potential asset, since it is not
more likely than not to be realized.

                                       32
<PAGE>
                              BLUE GEM ENTERPRISE
                         (An Exploration Stage Company)
                         Notes to Financial Statements
                                  May 31, 2009


The potential future tax benefits of these expenses and losses carried-forward
have not been reflected in these financial statements due to the uncertainty
regarding their ultimate realization.

The Company has not filed income tax returns since inception in the United
States and Canada. Both taxing authorities prescribe penalties for failing to
file certain tax returns and supplemental disclosures. Upon filing there could
be penalties and interest assessed. Such penalties vary by jurisdiction and by
assessing practices and authorities. As the Company has incurred losses since
inception there would be no known or anticipated exposure to penalties for
income tax liability. However, certain jurisdictions may assess penalties for
failing to file returns and other disclosures and for failing to file other
supplementary information associated with foreign ownership, debt and equity
positions. Inherent uncertainties arise over tax positions taken with respect to
transfer pricing, related party transactions, tax credits and tax based
incentives. Management has considered the likelihood and significance of
possible penalties associated with its current and intended filing positions and
has determined, based on their assessment, that such penalties, if any, would
not be expected to be material.

7. SUBSEQUENT EVENTS

On July 23, 2009, Dave Beatty and Susan Loyd resigned from their former
positions in the Company and appointed Joseph Meuse sole Director and President
on the same day.

On July 29, 2009, the Company entered into a material definitive agreement with
Belmont Partners, LLC by which Belmont acquired five million (5,000,000) shares
of the Company's common stock. The transaction was approved by both a board
resolution dated July 23, 2009 and by a majority of the Company's shareholders
in a shareholder resolution dated the same day. Following the transaction,
Belmont Partners, LLC controls approximately 76.62% of the Company's outstanding
capital stock.

                                       33
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.

Under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, management conducted an evaluation of the
effectiveness of our internal control over financial reporting, as of the
Evaluation Date, based on the framework set forth in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on its evaluation under this framework, management
concluded that our internal control over financial reporting was not effective
as of May 31, 2009 ("the Evaluation Date").

                                       34
<PAGE>
Management assessed the effectiveness of the Company's internal control over
financial reporting as of Evaluation Date and identified the following material
weaknesses:

INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.

INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.

LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee and outside directors on the
Company's Board of Directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.

Management, including our Chief Executive Officer and Chief Financial Officer,
has discussed the material weakness noted above with our independent registered
public accounting firm. Due to the nature of this material weakness, there is a
more than remote likelihood that misstatements which could be material to the
annual or interim financial statements could occur that would not be prevented
or detected.

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

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended May 31, 2009
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

SUBSEQUENT EVENTS

On July 23, 2009, Dave Beatty and Susan Loyd resigned from their former
positions in the Company and appointed Joseph Meuse sole Director and President
on the same day.

On July 29, 2009, the Company entered into a material definitive agreement with
Belmont Partners, LLC by which Belmont acquired five million (5,000,000) shares
of the Company's common stock. The transaction was approved by both a board
resolution dated July 23, 2009 and by a majority of the Company's shareholders
in a shareholder resolution dated the same day. Following the transaction,
Belmont Partners, LLC controls approximately 76.62% of the Company's outstanding
capital stock.

                                       35
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The Directors and Officers currently serving our Company is as follows:

     Name               Age                  Positions and Offices
     ----               ---                  ---------------------

Mr. Dave Beatty          62      President, Chief Executive Officer and Director

Mrs. Susan Loyd          56      Chief Financial Officer

The directors named above will serve until the next annual meeting of the
stockholders. Thereafter, directors will be elected for one-year terms at the
annual stockholders' meeting. Officers will hold their positions at the pleasure
of the Board of Directors, absent any employment agreement, of which none
currently exists or is contemplated.

DAVE BEATTY

Mr. Beatty has been our President, Chief Executive Officer and Director since
inception. Mr. Beatty holds a Master Degree of Education from Unversity of
Guelph, Ontario, Canada. Mr. Beatty is a retired school teacher in the Brantford
School District in Ontario.

SUSAN LOYD

Mrs. Loyd has been our Chief Financial Officer and Director since incorporation.
Mrs. Loyd holds a bachelor of arts Unversity of Western Unversity, Ontario,
Canada. Mrs. Loyd has been a web designer at Research In Motion since 1998.

SIGNIFICANT EMPLOYEES AND CONSULTANTS

Other than our officers and directors, we currently have no other significant
employees.

CONFLICTS OF INTEREST

Since we do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our directors. The Board of Directors has not established an audit
committee and does not have an audit committee financial expert, nor has the
Board established a nominating committee. The Board is of the opinion that such
committees are not necessary since the Company is an early exploration stage
company and has only three directors, and to date, such directors have been
performing the functions of such committees. Thus, there is a potential conflict
of interest in that our directors and officers have the authority to determine
issues concerning management compensation, nominations, and audit issues that
may affect management decisions.

                                       36
<PAGE>
There are no family relationships among our directors or officers. Other than as
described above, we are not aware of any other conflicts of interest with any of
our executive officers or directors.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

There are no legal proceedings that have occurred since our incorporation
concerning our directors, or control persons which involved a criminal
conviction, a criminal proceeding, an administrative or civil proceeding
limiting one's participation in the securities or banking industries, or a
finding of securities or commodities law violations.

CODE OF ETHICS

We do not currently have a code of ethics, because we have only limited business
operations, one officer and two directors, we believe a code of ethics would
have limited utility. We intend to adopt such a code of ethics as our business
operations expand and we have more directors, officers and employees.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to
our Officers for all services rendered in all capacities to us for the fiscal
periods indicated.

<TABLE>
<CAPTION>
                                     Annual Compensation                    Long Term Compensation
                          -------------------------------------  ---------------------------------------
                                                                          Awards                 Payouts
                                                                 --------------------------      -------
Name and                                                         Restricted     Securities
Principal         Fiscal                         Other Annual      Stock        Underlying         LTIP       All Other
Position           Year   Salary($)   Bonus($)  Compensation($)   Awards($)   Options/SARS(#)   Payouts($)  Compensation($)
--------           ----   ---------   --------  ---------------   ---------   ---------------   ----------  ---------------
<S>                <C>       <C>         <C>          <C>            <C>            <C>             <C>          <C>
Mr. Dave Beatty    2009      $0          $0           $0             $0             $0              $0           $0
                   2008      $0          $0           $0             $0             $0              $0           $0

Mrs. Susan Loyd    2009      $0          $0           $0             $0             $0              $0           $0
                   2008      $0          $0           $0             $0             $0              $0           $0
</TABLE>

None of our directors have received monetary compensation since our inception to
the date of this annual report. We currently do not pay any compensation to our
directors serving on our board of directors.

                                       37
<PAGE>
STOCK OPTION GRANTS

We have not granted any stock options to the executive officers since our
inception. Upon the further development of our business, we will likely grant
options to directors and officers consistent with industry standards for junior
mineral exploration companies.

EMPLOYMENT AGREEMENTS

We are not presently a party to any employment or consulting agreement. This is
consistent with the practice of many early stage junior mining companies as cash
resources must be conserved for exploration related activities and mineral
property costs. We will review the requirement for employment agreements upon
our operations increasing in significance.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of May 31, 2009, the number of shares of common
stock of our Company that are beneficially owned by (i) each person or entity
known to our Company to be the beneficial owner of more than 5% of the
outstanding common stock; (ii) each officer and director of our Company; and
(iii) all officers and directors as a group. Information relating to beneficial
ownership of common stock by our principal shareholders and management is based
upon information furnished by each person using "beneficial ownership" concepts
under the rules of the Securities and Exchange Commission. Under these rules, a
person is deemed to be a beneficial owner of a security if that person has or
shares voting power, which includes the power to vote or direct the voting of
the security, or investment power, which includes the power to vote or direct
the voting of the security. The person is also deemed to be a beneficial owner
of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the Securities and Exchange Commission rules, more than
one person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he or
she may not have any pecuniary beneficial interest. Except as noted below, each
person has sole voting and investment power. The percentages below are
calculated based on 6,520,000 shares of our common stock issued and outstanding
as of May 31, 2009. We do not have any outstanding warrant, options or other
securities exercisable for or convertible into shares of our common stock.

<TABLE>
<CAPTION>
                        Name and Address of               Number of Shares       Percent of
Title of Class            Beneficial Owner               Owned Beneficially     Class Owned
--------------            ----------------               ------------------     -----------
<S>                     <C>                               <C>                  <C>
Common Stock:           Mr. Dave Beatty, President,           2,500,000            38.3%
                        Chief Executive Officer and
                        Director

Common Stock:           Mrs. Susan Loyd,                      2,500,000            38.3%
                        Chief Financial Officer

All executive officers
 and directors as a group                                     5,000,000            76.6%
</TABLE>

                                       38
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of the following parties has, since our inception on November 28, 2006, had
any interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will affect us:

     *    Any of our directors or officers;

     *    Any person proposed as a nominee for election as a director;

     *    Any person who beneficially owns, directly or indirectly, shares
          carrying more than 10% of the voting rights attached to our
          outstanding shares of common stock;

     *    Any of our promoters;

     *    Any relative or spouse of any of the foregoing persons who has the
          same house as such person.

There have been no assets acquired or are any assets to be acquired or expenses
incurred any of the above mentioned parties.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the company for audit services, including quarterly
reviews, were $11,000, for tax services were $Nil and for other services were
$Nil during the year ended May 31, 2009.

The total fees charged to the company for audit services, including quarterly
reviews, were $7,265, for tax services were $Nil and for other services were
$Nil during the year ended May 31, 2008.

ITEM 15. EXHIBITS

(a) The following documents are filed as part of this Report:

(1) Financial statements filed as part of this Report:

Balance Sheets as of May 31, 2009 and 2008

Statements of Operations for the years ended May 31, 2009 and 2008 and the
period from November 28, 2006 (inception) to May 31, 2009

Statements of Cash Flows for the years ended May 31, 2009 and 2008, and the
period from November 28, 2006 (inception) to May 31, 2009

Notes to Financial Statements

                                       39
<PAGE>
(2) Exhibits filed as part of this Report:

Exhibit
Number                                 Description
------                                 -----------

 31.1      Certification of Chief Executive Officer pursuant to Rule 13a-15e or
           15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley
           Act of 2002

 31.2      Certification of Chief Financial Officer pursuant to Rule 13a-15e or
           15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley
           Act of 2002

 32.1      Certification of Chief Executive Officer pursuant to 18 U.S.C.
           Section 1350, as adopted pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002

 32.2      Certification of Chief Financial Officer pursuant to 18 U.S.C.
           Section 1350, as adopted pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002

(b)  Reports filed on Form 8-K during the year ended May 31, 2009:

None.

                                   SIGNATURES

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

                                    Blue Gem Enterprise
                                       (Registrant)
Date: August 4, 2009

                                           /s/ Joseph Meuse
                                           -------------------------------------
                                    By:    Joseph Meuse
                                    Title: President and Chief Executive Officer
                                           Chief Financial Officer & Principal
                                           Accounting Officer

                                       40