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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------

For the quarterly period ended September 30, 2006



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

Commission file number: 000-51203

GONDWANA ENERGY, LTD.

(Name of small business issuer as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 98-0425310                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                                                                |  |           
|------------------------------------------------------------------------------- |  | ----------
|Suite 700, One Executive Place 1816 Crowchild Trail NW Calgary, Alberta, Canada |  | T2M 3Y7   
|(Address of principal executive officers)                                       |  | (Zip Code)

Issuers telephone number: (403) 313-8985

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

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

The issuer
had 24,088,176 shares of its $.00001 par value common stock issued and outstanding as of October 31, 2006, the latest practicable date before the filing of this report.

Transitional Small Business Disclosure Format (Check one):    Yes ̈No  x



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PART I - FINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------

GONDWANA ENERGY, LTD.

(An Exploration Stage Company)

BALANCE SHEETS



|                                                                              |  |                  |          |   |                 |   |          |  
|----------------------------------------------------------------------------- |  | ---------------- | -------- | - | --------------- | - | -------- | -
|                                                                              |  | September 302006 |          |   | December 312005 |  
|                                                                              |  | (unaudited)      |          |   | (audited)       |  
|ASSETS                                                                        |  |                  |          |   |                 |   |          |  
|Current Assets                                                                |  |                  |          |   |                 |   |          |  
|Cash                                                                          |  | $                | 154,966  |   |                 | $ | 51,941   |  
|                                                                              |  |                  |          |   |                 |   |          |  
|TOTAL ASSETS                                                                  |  | $                | 154,966  |   |                 | $ | 51,941   |  
|                                                                              |  |                  |          |   |                 |   |          |  
|LIABILITIES                                                                   |  |                  |          |   |                 |   |          |  
|Current Liabilities                                                           |  |                  |          |   |                 |   |          |  
|Accounts payable and accrued liabilities                                      |  | $                | 20,235   |   |                 | $ | 7,200    |  
|Due to related parties (note 3)                                               |  |                  | 42,000   |   |                 |   | 17,000   |  
|                                                                              |  |                  |          |   |                 |   |          |  
|TOTAL LIABILITIES                                                             |  |                  | 62,235   |   |                 |   | 24,200   |  
|                                                                              |  |                  |          |   |                 |   |          |  
|STOCKHOLDERS EQUITY                                                          |  |                  |          |   |                 |   |          |  
|Authorized: 100,000,000 shares, $0.00001 par value                            |  |                  |          |   |                 |   |          |  
|Issued and outstanding: 24,088,176 shares (December 31, 2005: 257,512 shares) |  |                  | 241      |   |                 |   | 3        |  
|Additional paid-in capital                                                    |  |                  | 322,459  |   |                 |   | 172,697  |  
|Donated capital                                                               |  |                  | 16,200   |   |                 |   | 16,200   |  
|Deficit accumulated during the exploration stage                              |  |                  | (246,169 | ) |                 |   | (161,159 | )
|                                                                              |  |                  |          |   |                 |   |          |  
|TOTAL STOCKHOLDERS EQUITY                                                    |  |                  | 92,731   |   |                 |   | 27,741   |  
|                                                                              |  |                  |          |   |                 |   |          |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                    |  | $                | 154,966  |   |                 | $ | 51,941   |  
|                                                                              |  |                  |          |   |                 |   |          |  

NOTE 1 - INCORPORATION, NATURE AND CONTINUANCE OF OPERATIONS

See accompanying Notes to the Financial Statements



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GONDWANA ENERGY, LTD.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS, unaudited



|                                     |  |                                  |            |   |                               |   |         |                                                               |  |   |            |   |  |   |         |   |  |   |          |  
|------------------------------------ |  | -------------------------------- | ---------- | - | ----------------------------- | - | ------- | ------------------------------------------------------------- |  | - | ---------- | - |  | - | ------- | - |  | - | -------- | -
|                                     |  | Fiscal quarter endedSeptember 30 |            |   | Nine months endedSeptember 30 |   |         | CumulativeFromInception(September5, 1997) toSeptember 30 2006 | 
|                                     |  | 2006                             |            |   | 2005                          |   |         | 2006                                                          |  |   | 2005       |   | 
|REVENUE                              |  | $                                |           |   |                               | $ |        |                                                               |  | $ |           |   |  | $ |        |   |  | $ |         |  
|GENERAL AND ADMINISTRATIVE EXPENSES  |  |                                  |            |   |                               |   |         |                                                               |  |   |            |   |  |   |         |   |  |   |          |  
|Bank charges                         |  |                                  | 239        |   |                               |   | 54      |                                                               |  |   | 601        |   |  |   | 562     |   |  |   | 2,506    |  
|Consulting                           |  |                                  | 6,000      |   |                               |   | 6,000   |                                                               |  |   | 45,000     |   |  |   | 20,200  |   |  |   | 87,103   |  
|Foreign exchange loss                |  |                                  |           |   |                               |   |        |                                                               |  |   | 106        |   |  |   |        |   |  |   | 6,645    |  
|Office and administrative services   |  |                                  | 4,328      |   |                               |   |        |                                                               |  |   | 28,084     |   |  |   | 934     |   |  |   | 57,636   |  
|Professional fees                    |  |                                  | 1,509      |   |                               |   | 2,127   |                                                               |  |   | 6,392      |   |  |   | 6,758   |   |  |   | 34,532   |  
|Rent                                 |  |                                  | 636        |   |                               |   | 415     |                                                               |  |   | 1,781      |   |  |   | 695     |   |  |   | 6,036    |  
|Stock-based compensation             |  |                                  |           |   |                               |   |        |                                                               |  |   |           |   |  |   |        |   |  |   | 50,000   |  
|Transfer agent and filing fees       |  |                                  | 70         |   |                               |   |        |                                                               |  |   | 3,046      |   |  |   | 595     |   |  |   | 15,347   |  
|                                     |  |                                  |            |   |                               |   |         |                                                               |  |   |            |   |  |   |         |   |  |   |          |  
|                                     |  |                                  | 12,782     |   |                               |   | 8,596   |                                                               |  |   | 85,010     |   |  |   | 29,744  |   |  |   | 259,805  |  
|                                     |  |                                  |            |   |                               |   |         |                                                               |  |   |            |   |  |   |         |   |  |   |          |  
|NET OPERATING LOSS                   |  |                                  | (12,782    | ) |                               |   | (8,596  | )                                                             |  |   | (85,010    | ) |  |   | (29,744 | ) |  |   | (259,805 | )
|OTHER INCOME AND (EXPENSES)          |  |                                  |            |   |                               |   |         |                                                               |  |   |            |   |  |   |         |   |  |   |          |  
|Gain on sale of oil and gas property |  |                                  |           |   |                               |   |        |                                                               |  |   |           |   |  |   |        |   |  |   | 10,745   |  
|Interest income                      |  |                                  |           |   |                               |   | 34      |                                                               |  |   |           |   |  |   | 142     |   |  |   | 10,409   |  
|Recovery of expenses                 |  |                                  |           |   |                               |   |        |                                                               |  |   |           |   |  |   |        |   |  |   | 4,982    |  
|Write-down of incorporation cost     |  |                                  |           |   |                               |   |        |                                                               |  |   |           |   |  |   |        |   |  |   | (12,500  | )
|                                     |  |                                  |            |   |                               |   |         |                                                               |  |   |            |   |  |   |         |   |  |   |          |  
|Net loss                             |  | $                                | (12,782    | ) |                               | $ | (8,562  | )                                                             |  | $ | (85,010    | ) |  | $ | (29,602 | ) |  | $ | (246,169 | )
|                                     |  |                                  |            |   |                               |   |         |                                                               |  |   |            |   |  |   |         |   |  |   |          |  
|Net loss per share                   |  | $                                | (0.00      | ) |                               | $ | (0.03   | )                                                             |  | $ | (0.01      | ) |  | $ | (0.11   | ) |  |   |          |  
|                                     |  |                                  |            |   |                               |   |         |                                                               |  |   |            |   |  |   |         |   |  |   |          |  
|Weighted average shares outstanding  |  |                                  | 24,213,337 |   |                               |   | 257,512 |                                                               |  |   | 15,803,065 |   |  |   | 275,207 |   |  |   |          |  
|                                     |  |                                  |            |   |                               |   |         |                                                               |  |   |            |   |  |   |         |   |  |   |          |  

See accompanying Notes to the Financial Statements



---

GONDWANA ENERGY, LTD.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS EQUITY, unaudited

From December 31, 2005 to September 30, 2006:



|                                                                   |  |              |   |  |                           |     |                 |  |                                               |         |  |                           |        |  |   |          |   |  |   |         |  
|------------------------------------------------------------------ |  | ------------ | - |  | ------------------------- | --- | --------------- |  | --------------------------------------------- | ------- |  | ------------------------- | ------ |  | - | -------- | - |  | - | ------- | -
|                                                                   |  | Common Stock |   |  | Additionalpaid in Capital |     | Donated Capital |  | DeficitAccumulatedDuring
theDevelopment Stage |         |  | TotalStockholders Equity |       
|                                                                   |  | Shares       |   |  | Amount                    |     |                 |  |                                               |        
|Balance on December 31, 2005                                       |  | 257,512      |   |  | $                         | 3   |                 |  | $                                             | 172,697 |  | $                         | 16,200 |  | $ | (161,159 | ) |  | $ | 27,741  |  
|                                                                   |  |              |   |  |                           |    
|Issue of common stock for cash at $0.01 per share on April 7, 2006 |  | 24,000,000   |   |  |                           | 240 |                 |  |                                               | 149,760 |  |                           |       |  |   |         |   |  |   | 150,000 |  
|                                                                   |  |              |   |  |                           |    
|Cancellation of shares on September 9, 2006                        |  | (169,336     | ) |  |                           | (2  | )               |  |                                               | 2       |  |                           |       |  |   |         |   |  |   |        |  
|                                                                   |  |              |   |  |                           |    
|Net loss for the period                                            |  |             |   |  |                           |    |                 |  |                                               |        |  |                           |       |  |   | (85,010  | ) |  |   | (85,010 | )
|                                                                   |  |              |   |  |                           |     |                 |  |                                               |         |  |                           |        |  |   |          |   |  |   |         |  
|Balance September 30, 2006                                         |  | 24,088,176   |   |  | $                         | 241 |                 |  | $                                             | 322,459 |  | $                         | 16,200 |  | $ | (246,169 | ) |  | $ | 92,731  |  
|                                                                   |  |              |   |  |                           |     |                 |  |                                               |         |  |                           |        |  |   |          |   |  |   |         |  

See accompanying Notes to the Financial Statements



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GONDWANA ENERGY, LTD.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS, unaudited



|                                                                                                              |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | -------------------------------------------------------------- | - | ------- | - |  | - | -------- | -
|                                                                                                              |  | Nine months endedSeptember 30, |         |   | CumulativeFromInception(September
5,1997) toSeptember 30, 2006 |  
|                                                                                                              |  | 2006                           |         |   | 2005                                                           |   |        
|INVESTING ACTIVITIES                                                                                          |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|Net (loss)                                                                                                    |  | $                              | (85,010 | ) |                                                                | $ | (29,602 | ) |  | $ | (246,169 | )
|                                                                                                              |  |                                |        
|Items not representing cash outlay:                                                                           |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|Consulting services                                                                                           |  |                                |        |   |                                                                |   | 8,200   |   |  |   | 16,200   |  
|Gain on sale of oil and gas property                                                                          |  |                                |        |   |                                                                |   |         |   |  |   | (10,745  | )
|Stock-based compensation                                                                                      |  |                                |        |   |                                                                |   |        |   |  |   | 50,000   |  
|Change in non-cash working capital items:                                                                     |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|Increase (decreases) in accounts payable and accrued liabilities                                              |  |                                | 13,035  |   |                                                                |   | (3,785  | ) |  |   | 5,235    |  
|Increase in due to related party                                                                              |  |                                | 25,000  |   |                                                                |   | 11,000  |   |  |   | 42,000   |  
|                                                                                                              |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|Net cash provided by (used in) operating activities                                                           |  |                                | (46,975 | ) |                                                                |   | (14,187 | ) |  |   | (143,479 | )
|                                                                                                              |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|                                                                                                              |  |                                |        
|INVESTING ACTIVITIES                                                                                          |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|Proceeds from sale of oil and gas property                                                                    |  |                                |        |   |                                                                |   |        |   |  |   | 46,200   |  
|Oil and gas property acquisition costs                                                                        |  |                                |        |   |                                                                |   |        |   |  |   | (2,846   | )
|Oil and gas exploration expenditures                                                                          |  |                                |        |   |                                                                |   |        |   |  |   | (22,609  | )
|                                                                                                              |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|Net Cash provided by investing activities                                                                     |  |                                |        |   |                                                                |   |        |   |  |   | 20,745   |  
|                                                                                                              |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|                                                                                                              |  |                                |        
|FINANCING ACTIVITIES                                                                                          |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|Stock buy back                                                                                                |  |                                |        |   |                                                                |   | (1,000  | ) |  |   | (1,000   | )
|Subscription funds received                                                                                   |  |                                |        |   |                                                                |   |        |   |  |   |         |  
|Proceeds from issuance of common stock                                                                        |  |                                | 150,000 |   |                                                                |   |        |   |  |   | 263,700  |  
|                                                                                                              |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|Net Cash provided by (used in) financing activities                                                           |  |                                | 150,000 |   |                                                                |   | (1,000  | ) |  |   | 262,700  |  
|                                                                                                              |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|Increase (decrease) in cash and cash equivalents                                                              |  |                                | 103,025 |   |                                                                |   | (15,187 | ) |  |   | 154,966  |  
|                                                                                                              |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|Cash and cash equivalent - beginning of the period                                                            |  |                                | 51,941  |   |                                                                |   | 68,578  |   |  |   |         |  
|                                                                                                              |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|Cash and cash equivalent - end of the period                                                                  |  | $                              | 154,966 |   |                                                                | $ | 53,391  |   |  | $ | 154,966  |  
|                                                                                                              |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|                                                                                                              |  |                                |        
|SUPPLEMENTAL CASH FLOW INFORMATION                                                                            |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|Interest expense                                                                                              |  | $                              |        |   |                                                                | $ |        |   |  | $ | 1,906    |  
|Taxes                                                                                                         |  | $                              |        |   |                                                                | $ |        |   |  | $ |         |  
|Foreign exchange loss                                                                                         |  | $                              | 106     |   |                                                                | $ |        |   |  | $ | 6,645    |  
|                                                                                                              |  |                                |        
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING                                                   |  |                                |         |   |                                                                |   |         |   |  |   |          |  
|Purchase of oil and gas property for consideration of 8,000 of the Companys common shares at $1.25 per share |  | $                              |        |   |                                                                | $ |        |   |  | $ | 10,000   |  
|Issuance of 169,336 common shares for services at $0.30 per share on April 2, 2004                            |  | $                              |        |   |                                                                | $ |        |   |  | $ | 50,000   |  
|Donated consulting services                                                                                   |  | $                              |        |   |                                                                | $ |        |   |  | $ | 16,200   |  

See accompanying Notes to the Financial Statements



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GONDWANA ENERGY, LTD.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS, unaudited

September 30, 2006

NOTE 1 - BASIS OF
PRESENTATION

The accompanying unaudited interim financial statements of Gondwana Energy, Ltd. have been prepared in accordance with generally accepted
accounting principles for interim financial information and the instructions to Form 10-QSB as prescribed by the United States of America Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such instructions. These unaudited financial statements should be read in conjunction with the audited financial
statements and notes thereto as at December 31, 2005.

In the opinion of the Companys management, all adjustments considered necessary for a
fair presentation of these unaudited financial statements have been included and all such adjustments are of a normal recurring nature. Operating results for the nine month period ended September 30, 2006 are not necessarily indicative of the
results that can be expected for the year ended December 31, 2006.

NOTE 2 - GOING CONCERN

The Company does not generate sufficient cash flow from operations to fund its entire exploration and development activities and has therefore relied principally upon the
issuance of securities for financing. The Company intends to continue relying upon the issuance of securities to finance its operations and exploration and development activities, however there can be no assurance it will be successful in raising
the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. These factors together raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result from
the outcome of this uncertainty.

NOTE 3  RELATED PARTY BALANCES AND TRANSACTIONS

As of September 30, 2006 two former officers of the Company were owed $42,000 for consulting services (December 31, 2005 -$17,000). The amounts due do not have any
stated terms of interest, repayment or security.

During the nine months ended September 30, 2006 two former officers provided $30,000 of consulting
services to the Company (2005  provided $18,000 of which $6,000 was donated), and a former director and officer donated $ nil of consulting services (2005 -$2,200).

These transactions are in the normal course of operations and have been valued in these financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related party.

NOTE 4 - COMMON STOCK

Effective March 9, 2006,
the Company completed a one share for one hundred shares reverse stock split. The Companys share transactions disclosed in these financial statements have been restated retroactively to reflect the above reverse stock split.

On April 7, 2006, the Company completed a financing pursuant to its SB-2 registration statement declared effective by the Securities and Exchange Commission on
March 23, 2006 and issued 24,000,000 common shares at a price of $0.00625 per share for total proceeds of $150,000.

Effective June 13, 2006, the
Company completed an eight for one share stock split. The Companys share transactions disclosed in these financial statements have been restated retroactively to reflect the above stock split.

On September 6, 2006, 169,336 shares were cancelled and returned to the unissued share capital of the Company by a former director.

There are no shares subject to warrants, options or other agreements as at September 30, 2006.



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GONDWANA ENERGY, LTD.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS, unaudited

September 30, 2006

NOTE 5 
SUBSEQUENT EVENT

On November 2, 2006, the Company entered into an agreement to purchase 100 percent of the issued and outstanding ordinary shares of
FinMetal Mining Oy, a company organized pursuant to the corporate laws of Finland. FinMetal Mining OY owns the option to acquire a 100% interest in 4 different mineral properties known as Petrovaara, Poskijärvi-Kokka, Rautavaara and Tainiovaara
along with all existing property data. The option payments are for a total of 1,000,000 euros for each property over a period of 4 years. The option payments are to be paid annually at the beginning of each year as follows: 1styear 100,000 euros, 2ndyear 100,000 euros, 3rdyear 300,000 euros and 4thyear 500,000 euros for a total of 1,000,000 euros per property, a total of 4 million euros if all 4 properties are acquired
fully. Also, FinMetal must satisfy a work commitment of 1,000,000 euros on each property of which 25% must be conducted annually. All properties are subject to a 2% NSR. The shares of FinMetal Mining OY are to be acquired for a total purchase price
of 200,000 (Euros) payable on or before the 30th of November, 2006 and the issuance of 1 million shares of common stock of Gondwana.



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|Item 2. | Managements Discussion and Analysis or Plan of Operation.
|------- | ----------------------------------------------------------

Forward-Looking Statements

This Form 10-QSB includes certain statements that may be deemed to be
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this Form 10-QSB, other than statements of historical facts, that address activities, events or developments that we
expect, believe or anticipate will or may occur in the future, including operating costs, future capital expenditures (including the amount and nature thereof), and other such matters are forward-looking statements. Although we believe the
expectations expressed in such forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, such statements are not guarantees of future performance and actual results or developments may differ
materially from those in the forward-looking statements. Because our stock is a penny stock, each time we refer to the Litigation Reform Act, the safe harbor does not apply.

Factors that could cause actual results to differ materially from those in forward-looking statements include: the change of business focus; continued availability of capital and financing; general economic, market or
business conditions; acquisition opportunities or lack of opportunities; changes in laws or regulations; risk factors listed from time to time in our reports filed with the Securities and Exchange Commission; and other factors.

Gondwana Energy, Ltd. (Gondwana) is a Calgary, Alberta, Canada based oil and gas exploration stage company with limited operations. Our operational efforts to date have
been primarily focused in New Zealand. We are also assessing exploration opportunities in western Canada and Europe.

Employees and Consultants

The Registrant has no employees. On June 29, 2006 Mr. Fink resigned as the Companys President. Mr. Raabe was appointed interim
President and was retained as a consultant. On October 22, 2006 Mr. Raabe elected to resign as an Officer and Director to pursue other business interests.

Plan of Operations

We have experienced losses in each fiscal period reported on. As of September 30, 2006, we
had $92,731 in working capital, consisting of $154,966 in cash and $62,235 in debt. During the nine months ended September 30, 2006 we completed a working capital financing of $150,000 pursuant to our SB-2 registration statement declared
effective by the Securities and Exchange Commission in March of this year.

We will require significant additional capital should we be successful in
securing exploration interests. We rely principally on the issuance of common shares by private placements to raise funds to finance our business. There is no assurance that market conditions will continue to permit us to raise funds when required.
If possible we will issue more common shares at prices we determine, possibly resulting in dilution of the value of common shares.

In December of 2005,
Mr. Arne Raabe was appointed to the board of directors and as our Chief Financial Officer. Since January 2006, we paid him, from working capital, a monthly fee of two thousand dollars for work related to corporate compliance, accounting review
and preparation of financial statements, reviewing and monitoring internal controls, and preparation and review of quarterly and annual filings with the Securities and Exchange Commission.

On September 6, 2006, we filed a current report on Form 8-K disclosing the resignation of Cameron Fink as our President. On September 18, 2006 we filed a
current report on Form 8-K disclosing the appointment of Daniel Hunter to the Board of Directors.

On September 6,
2006 we cancelled 169,336 shares which were returned to the unissued share capital of the Company.

On October 22, 2006 we filed a current report on
Form 8-K disclosing the resignation of Arne Raabe as a director and our Chief Financial Officer. On October 25, 2006 we filed a current report on Form 8-K disclosing the appointment of Daniel Hunter ( sole director ) as Chairmen of the Board and
Chief Executive Officer, and the acceptance of the appointment of Harry Hopmeyer as Director, and Kenneth Phillippe as Chief Financial Officer. Beginning in the fourth quarter of 2006, our management began to evaluate the viability of our business
plan and sought to reorganize our operations. Our management began seeking other potential opportunities for acquisition and additional officers and directors with the expertise to evaluate and begin focusing the Companys attention on
evaluating various mining opportunities.

On November 2, 2006, we entered into an agreement to purchase 100 percent of the issued and outstanding
ordinary shares of FinMetal Mining Oy, a company organized pursuant to the corporate laws of Finland. FinMetal Mining OY owns the option to acquire a 100% interest in 4 different mineral properties known as Petrovaara, Poskijärvi-Kokka,
Rautavaara and Tainiovaara along with all existing property data. The option payments are for a total of 1,000,000 euros for each property over a period of 4 years. The option payments are to be paid annually at the beginning of each year as
follows: 1styear 100,000 euros, 2ndyear 100,000 euros, 3rdyear 300,000 euros and 4thyear 500,000 euros for a total of 1,000,000 euros per property, a total of 4 million
euros if all 4 properties are acquired fully. Also, FinMetal must satisfy a work commitment of 1,000,000 euros on each property of which 25% must be conducted annually. All properties are subject to a 2% NSR. The shares of FinMetal Mining OY are to
be



---

acquired for a total purchase price of 200,000 (Euros) payable on or before the 30th of November, 2006 and the issuance of 1 million shares of
common stock of Gondwana.

If we are successful in securing exploration interests we will be obligated to complete proposed work programs to maintain our
interests in good standing. There can be no certainty as to the costs of the future work program; however, we will require additional funds to discharge our exploration obligations whether the interests are acquired through joint venture or through
government tender. We do not have sufficient capital to satisfy the potential future expenditures and we will rely principally on the issuance of Common Stock to raise funds to finance the expenditures that we expect to incur should we secure
exploration interests. Failure to raise additional funds will result in the failure to meet our obligations and the relinquishment of our interest in any future permit acquired. We have relied principally on the issuance of Common Stock in private
placements to raise funds to support our business but there can be no assurance that we will be successful in raising additional funds through the issuance of additional equity.

Off balance-sheet arrangements

We do not have any off balance-sheet arrangements that have or are reasonably likely
to have a current or future effect on the small business issuers financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to
investors.

Recent accounting pronouncements

There
have been no recent accounting pronouncement since the filing of the Companys Form 10-QSB, filed on August 14, 2006, that have a material impact on the Companys financial presentation and disclosure.



|Item 3. | Controls and Procedures.
|------- | ------------------------



|(a) | Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and
reported as and when required.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Changes in Internal Control over Financial Reporting: There were no changes in the Companys internal control over financial reporting identified in connection with the
Company evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction
action with regard to significant deficiencies and material weakness.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

There were no significant changes in the Companys internal
controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

PART II OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

None.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

None



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None



|Item 4. | Submissions of Matters to a Vote of Security Holders
|------- | ----------------------------------------------------

None



|Item 5. | Other Information
|------- | -----------------

None





---

|Item 6. | Exhibits and Reports on Form 8-K
|------- | --------------------------------

(a) Exhibits



|           |  |                                                                                                                                                                             
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Exhibit Description                                                                                                                                                         
|           | 
|31.1       |  | Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.                 
|           | 
|31.2       |  | Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.                 
|           | 
|32         |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer)

(b) Reports on Form 8-K filed during the quarter.

On September 6, 2006, we filed a current report on Form 8-K disclosing the resignation of Cameron Fink as our President.

On September 18, 2006 we filed a current report on Form 8-K disclosing the appointment of Daniel Hunter to the Board of Directors.

On October 22, 2006 we filed a current report on Form 8-K disclosing the resignation of Arne Raabe as a director and our Chief Financial Officer.

On October 25, 2006 we filed a current report on Form 8-K disclosing the appointment of Daniel Hunter ( sole director ) as Chairmen of the
Board and Chief Executive Officer, and the acceptance of the appointment of Harry Hopmeyer as Director, and Kenneth Phillippe as Chief Financial Officer.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



|                         |  |  |  |                                    |  |                   |  |                                       
|------------------------ |  |  |  | ---------------------------------- |  | ----------------- |  | --------------------------------------
|                         |  |  |  | GONDWANA ENERGY, LTD. (Registrant)
|                         |  |  | 
|Dated: November 14, 2006 |  |  |  | BY:                                |  | /s/ DANIEL HUNTER
|                         |  |  |  |                                    |  |                   |  | Daniel Hunter, Chief Executive Officer



|                         |  |  |  |  |  |                          |  |                                              
|------------------------ |  |  |  |  |  | ------------------------ |  | ---------------------------------------------
|                         |  |  | 
|Dated: November 14, 2006 |  |  |  |  |  | /s/ KENNETH C. PHILLIPPE
|                         |  |  |  |  |  |                          |  | Kenneth C. Phillippe, Chief Financial Officer