Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.

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

Corporate History

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

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

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

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

Canadian jurisdictions allow a mineral explorer to claim a portion of available Crown lands as its exclusive area for exploration by depositing posts or other visible markers to indicate a claimed area. The process of posting the area is known as staking. The claim is recorded in the name of Mr. Salameh, a former officer and director of our company and the claim was recently transferred to Michael Hill, one of our current officers and directors. No money will be

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

On February 9, 2007, we entered into a mining acquisition agreement with Minera Primecap S.A. whereby we acquired a 100% undivided interest in and to exploitation license number 17486 located in the municipality of Los Andes, Sotomayor, Nariņo, Columbia. In consideration for the interest, we agreed to pay to Minera Primecap S.A. $150,000, which has been paid, and to issue 5,000,000 post-split shares of common stock of our company, of which 2,500,000 shares were issued on December 4, 2007 and 2,500,000 shares were issued on February 11, 2008. Our company will be the operator of the property.

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

On August 23, 2007, we entered into a mining acquisition agreement with James Sikora to acquire the Los Chorros Gold Mine, a producing gold property in the El Bagre-Zargoza mining district, department of Antioquia, Colombia. Pursuant to the mining acquisition agreement, we acquired an 80% majority controlling interest in the Los Chorros mine for the sum of $100,000, which has been paid, and the issuance of 2,500,000 shares of our company, which shares were issued on December 4, 2007. We have the right of refusal to acquire the remaining 20% interest in the Los Chorros mine within 18 months of the effective date.

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

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

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

Pursuant to the note we received advances of $50,000 each on September 24, 2008, and October 14, 2008.

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

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

We are an exploration stage corporation. We had the right to conduct exploration activities on one of our properties, but we have since let that mineral claim lapse. We intend to conduct exploration work on our La Planada project located in Colombia. Accordingly, there is no assurance that a commercially viable mineral deposit, a reserve, exists in the property; in fact, the likelihood that a commercially viable mineral deposit exists is remote.

On February 9, 2007, we entered into a mining acquisition agreement with Mineral Primecap S.A. whereby we acquired a 100% undivided interest in and to exploitation license number 17486 located in the municipality of Los

Andes, Sotomayor, Nariņo, Colombia (the "La Planada" project). In consideration for the interest, we agreed to pay to Mineral Primecap S.A. $150,000, which has been paid and to issue 5,000,000 post-split shares of common stock of our company, which shares have been issued.

During the quarter ended January 31, 2008, sampling and trenching were conducted on the La Planada project. We intend to conduct roadwork trenching, sampling and identification of drilling targets for gold on our La Planada gold project. In addition, we held meetings with a TSX listed mineral and exploration company to discuss joint venture development of La Planada.

On August 23, 2007, we entered into a mining acquisition agreement with James Sikora to acquire the Los Chorros Gold Mine, a producing gold property in the El Bagre-Zargoza mining district, department of Antioquia, Colombia. Pursuant to the mining acquisition agreement, we acquired an 80% majority controlling interest in the Los Chorros mine for the sum of $100,000, which has been paid, and the issuance of 2,500,000 shares of our company, which shares were issued on December 4, 2007. We have the right of refusal to acquire the remaining 20% interest in the Los Chorros mine within 18 months of the effective date.

During the quarter ended April 30, 2008, sampling and trenching were conducted on the La Tapata property (previously named Los Chorros). In addition, we are in the process of mine upgrade designing and expansion planning. RMS Ross Corporation, a company that provides us with consulting services for mining operations, met with senior management and geologists of Minera Primecap Geological Services in Colombia to plan the mill design and upgrade.

For the nine month period ended January 31, 2009, we incurred $74,500 in exploration costs.

Cash Requirements

There is limited historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

Over the next twelve months we intend to use any funds that we may have available to fund our operations and conduct exploration on our La Planada property. We expect to review other potential exploration projects from time to time as they are presented to us.

Not accounting for our working capital deficit of $1,001,350, we require additional funds of approximately $279,000 at a minimum to proceed with our plan of operation over the next twelve months, exclusive of any acquisition or exploration costs. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.

Our auditors have issued a going concern opinion for our year ended April 30, 2008. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain

Our officers and directors are unwilling to make any commitment to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it, we will either have to suspend activities until we do raise the cash, or cease activities entirely. Other than as described in this paragraph, we have no other financing plans.

We have a 100% interest in the exploitation license on the La Planada gold project and an 80% interest in the Los Chorros project, both located in Colombia. Even if we complete our current exploration program and we are successful in identifying a mineral deposit, we will have to spend substantial funds on further exploration and engineering studies before we will know if we have a commercially viable mineral deposit, a reserve.

Over the next twelve months we intend to use any funds that we may have available funds to fund our operations and conduct exploration on our La Planada property as follows:

            Estimated Net Expenditures During the Next Twelve Months

                                                                           $
General, Administrative and Corporate Expenses                            180,000
Exploration Expenses (consisting of roadwork, trenching, geologists,
sampling, processing equipment purchases)                                 750,000
Professional fees                                                          70,000
Additional Working Capital (note working capital deficit of $821,004)     100,000
Total                                                                   1,100,000

The continuation of our business is dependent upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Purchase of Significant Equipment

We do intend to purchase mineral ore processing equipment over the twelve months ending January 31, 2010.

We do not own any real property. Our principal business offices are located at Suite 103, 240-11th Avenue SW, Calgary, Alberta Canada T2R 0C3. We currently lease our space at an annual cost of Cdn$13,800. We believe that our current lease arrangements provide adequate space for our foreseeable future needs.

Employees

Currently our only employees are our directors, officers, office administrator and an investor relations consultant. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

Critical Accounting Policies

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

Mineral Property Costs

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

Long-Lived Assets

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

Going Concern

We have suffered recurring losses from operations. The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Results of Operations

Three Months Ended January 31, 2009 and 2008

The following summary of our results of operations should be read in conjunction
with our financial statements for the quarter ended January 31, 2009 which are
included herein.

Three month Summary ending January 31, 2009 and 2008

                                           Three Months Ended
                                               January 31
                                           2009         2008
                    Revenue            $      Nil   $       Nil
                    Operating Expenses $   69,270   $   115,255
                    Net Loss           $  (69,270 ) $  (115,255 )

Expenses

Our operating expenses for the three month periods ended January 31, 2009 and
2008 are outlined in the table below:

                                                    Three Months Ended
                                                        January 31
                                                     2009         2008
            Foreign exchange loss (gain)         $     (671 )  $    (534 )
            General and administrative           $   55,441    $  35,789
            Impairment of mineral property costs $      Nil    $  50,000
            Mineral exploration costs            $   14,500    $  30,000

Operating expenses for the three months ended January 31, 2009, decreased by 39.9% as compared to the comparative period in 2008 primarily as a result of a decrease in mineral exploration costs and impairment of mineral property costs.

Nine month Summary ending January 31, 2009 and 2008

                                            Nine Months Ended
                                               January 31
                                           2009          2008
                    Revenue            $       Nil   $       Nil
                    Operating Expenses $   285,289   $   724,678
                    Net Loss           $  (285,289 ) $  (724,678 )

Expenses

Our operating expenses for the nine month periods ended January 31, 2009 and
2008 are outlined in the table below:

                                       9

--------------------------------------------------------------------------------

                                                     Nine Months Ended
                                                        January 31
                                                     2009         2008
            Foreign exchange loss (gain)         $  (18,239 ) $    2,052
            General and administrative           $  229,028   $  106,571
            Impairment of mineral property costs $      Nil   $  475,000
            Mineral exploration costs            $   74,500   $  141,055

Operating expenses for the nine months ended January 31, 2009, decreased by 60.6 % as compared to the comparative period in 2008 primarily as a result of a decrease in mineral exploration costs and impairment of mineral property costs.

Revenue

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

Liquidity and Financial Condition

Working Capital

                              At             At
                          January 31,     April 31
                             2009           2008
Current assets          $         148   $    19,105
Current liabilities         1,001,498       733,290
Working capital deficit $   1,001,350   $  (714,185 )


Cash Flows

                                                     Nine Months Ended
                                                January 31,     January 31,
                                                   2009            2008
Net Cash Used in Operating Activities         $    (214,579 ) $     (82,366 )
Net Cash Used in investing activities                   Nil        (100,000 )
Net Cash Proved by Financing Activities             214,545          94,054
Net increase (decrease) in cash during period $         (34 ) $     (88,312 )

Operating Activities

Net cash used in operating activities was $214,579 in the nine months ended January 31, 2009 compared with net cash used in operating activities of ($82,366) in the same period in 2008.

Investing Activities

Net cash used in investing activities was $Nil in the nine months ended January 31, 2009 compared to net cash used in investing activities of ($100,000) in the same period in 2008.

Financing Activities

Net cash provided by financing activities was $214,545 in the nine months ended January 31, 2009 compared to $94,054 in the same period in 2008. This is attributable to proceeds from convertible debentures and proceeds from loans received.

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

Pursuant to the note we received advances of $50,000 each on September 24, 2008, and October 14, 2008.

On September 2, 2008 we issued an unsecured promissory note in the amount of $60,000 to Estella Management Holdings. The unsecured promissory note is payable on demand and does not bear interest.

Debt owing under the Services Agreement with Minera Primecap Geological Services, S.A.

. . .