10KSB

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

                                   FORM 10-KSB


(Mark One)

     |X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                     For the fiscal year ended MAY 31, 2006

     |_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                  For the transition period from _____ to _____

                        Commission file number: 000-51523

                              GEMCO MINERALS, INC.
              (Exact name of small business issuer in its charter)

            Florida                                      65-10011685
- --------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

       #203 - 20189 56th Ave,
     Langley, British Columbia                                       V3A 3Y6
- --------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

                     Issuer's telephone number: 866-848-2940

       Securities Registered Under Section 12(b) of the Exchange Act: None

         Securities Registered Under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                                (Title of class)

     Check whether the Issuer (1) has 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 |_|


     Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. |_|

     Indicate by check mark whether the registrant is a shell company (as
defined inRule 12b-2 of the Exchange Act).                        Yes |_| No |X|

          State issuer's revenues for its most recent fiscal year: $0.







     The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant's most recently completed fiscal quarter:
10,007,712 common shares at $0.17 = $1,730,311.

     The Registrant has not been involved in any bankruptcy proceedings.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)


State the number of shares outstanding of each of the Issuer's classes of common
stock, as of the latest practicable date. 18,486,815 common shares $0.001 par
value issued and outstanding as of August 15, 2006.


                       DOCUMENTS INCORPORATED BY REFERENCE


A description of "Documents Incorporated by Reference" is contained in the
Exhibit Index, Part III, Item 13, of this Annual Report


Transitional Small Business Disclosure Format (Check one):      Yes |_| No |X|

Check if the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act).                                                           Yes |_| No |X|


Forward-Looking Statements


The information in this Annual Report on Form 10-KSB contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements involve risks and uncertainties, including
statements regarding our capital needs, business plans and expectations. Such
forward-looking statements involve risks and uncertainties regarding the market
price of gold, availability of funds, government regulations, common share
prices, operating costs, capital costs, outcomes of test mining activities and
other factors. Forward-looking statements are made, without limitation, in
relation to operating plans, property exploration activities, including test
mining activities, availability of funds, environmental reclamation, operating
costs and permit acquisition. Any statements contained herein that are not
statements of historical facts may be deemed to be forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such
as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe",
"estimate", "predict", "potential" or "continue", the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks outlined below, and, from time to time, in other reports we file with the
SEC. These factors may cause our actual results to differ materially from any
forward-looking statement. We disclaim any obligation to publicly update these
statements, or disclose any difference between its actual results and those
reflected in these statements. The information constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.








                                TABLE OF CONTENTS

                                     Part I

                                                                             Page

Item 1.    Description of Business                                            5

Item 2.    Description of Property                                            8

Item 3.    Legal Proceedings                                                 15

Item 4.    Submission of Matters to a Vote of Securities Holders             15

                                     Part II

Item 5.    Market For Common Equity, Related Stockholder Matters and
               Small Business Issuer Purchase of Equity Securities           15

Item 6.    Management's Discussion and Analysis or Plan of Operation         18

Item 7.    Financial Statements                                              24

Item 8.    Change in and Disagreements with Accountants on Accounting and
               Financial Disclosure                                          39

Item 8A.   Controls and Procedures                                           39

Item 8B.   Other Information                                                 39

                                    Part III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act             40

Item 10.   Executive Compensation                                            42

Item 11.   Security Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters                              45

Item 12.   Certain Relationships and Related Transactions                    46

Item 13.   Exhibits                                                          48

Item 14.   Principal Accountant Fees and Services                            48



                                       3









Glossary of Exploration Terms
- -----------------------------


The following terms, when used in this report, have the respective meanings
specified below:

Development         Preparation of a mineral deposit for commercial production,
                    including installation of plant and machinery and the
                    construction of all related facilities. The development of a
                    mineral deposit can only be made after a commercially viable
                    mineral deposit, a reserve, has been appropriately evaluated
                    as economically and legally feasible.
Diamond drill       A type of rotary drill in which the cutting is done by
                    abrasion rather than percussion. The cutting bit is set with
                    diamonds and is attached to the end of long hollow rods
                    through which water is pumped to the cutting face. The drill
                    cuts a core of rock, which is recovered in long cylindrical
                    sections an inch or more in diameter.
Exploration         The prospecting, trenching, mapping, sampling, geochemistry,
                    geophysics, diamond drilling and other work involved in
                    searching for mineral bodies.
Geochemistry        Broadly defined as all parts of geology that involve
                    chemical changes or narrowly defined as the distribution of
                    the elements in the earth's crust; the distribution and
                    migration of the individual elements in the various parts of
                    the earth.
Geology             The science that deals with the history of the earth and its
                    life especially as recorded in the rocks; a chronological
                    account of the events in the earth's history.
Geophysics          The science of the earth with respect to its structure,
Mineral             components and development.
Mineral             A naturally occurring inorganic element or compound having
Reserve             an orderly internal structure and characteristic chemical
                    composition, crystal form and physical properties. A mineral
                    reserve is that part of a mineral deposit which could be
                    economically and legally extracted or produced at the time
                    of the reserve determination.
Mineralization      Rock containing an undetermined amount of minerals or
Oxide               metals. Mineralized rock in which some of the original
                    minerals, usually sulphide, have been oxidized. Oxidation
                    tends to make the mineral more porous and permits a more
                    complete permeation of cyanide solutions so that minute
                    particles of gold in the interior of the minerals will be
                    more readily dissolved.
Waste               Material that is too low in grade to be mined and milled at
                    a profit.





                                       4


                                     PART I


Item 1. Description of Business.
- --------------------------------

Corporate Organization
- ----------------------

The Company was incorporated in the State of Florida on August 21, 1997 under
the name of Project I Corp. On October 18, 2001 the Company changed its name to
Firstline Environmental Solutions Inc. and traded under the symbol FEMS. On July
18, 2002 Firstline Environmental Solutions Inc., conducted a reverse takeover
with Firstline Recovery Systems Inc., which is now a wholly owned subsidiary of
the Company. On March 24, 2006, the Company changed its name to Gemco Minerals,
Inc. and in accordance with the name change, the Company's common stock has
assigned 368634 10 1 as its new Cusip Number and effective April 10, 2006, the
Company's trading symbol was changed to GMML. Our statutory registered agent's
office is located at #210 - 7695 SW - 104 Street, Miami, FL 33156 and our
business office is located at #203 - 20189 56th Ave, Langley, BC, V3A 3Y6. Our
telephone number is 866-848-2940.

Our Current Business
- --------------------

Mining - Precious Metals
- ------------------------

We are engaged in the acquisition and exploration of mineral properties in the
Province of British Columbia. Our primary focus is the exploration of our Burns
Group Property, located 45 miles east of Quesnel, British Columbia. Our plan of
operations is to carry out exploration activities at the Burns Group Project
which we have held since 1998. Our exploration activities include test mining
activities that we carry out as part of our exploration programs.

We are an exploration stage company and all of our properties are presently in
the exploration stage. We do not have any commercially viable reserves on any of
our properties. There is no assurance that a commercially viable mineral deposit
exists on any of our mineral properties. Further exploration will be required
before a final evaluation as to the economic and legal feasibility of mining of
any of our properties is determined. There is no assurance that further
exploration will result in a final evaluation that a commercially viable mineral
deposit exists on any of our mineral properties.

We continue to expand our Burns Group Project by acquiring strategically located
mineral claims adjacent to our existing property. In May and June 2006, we
acquired another 2,792 acres (1,129 hectares) of additional property to bring
our Burns Group property to 12,685 contiguous acres (5,134 hectares) Less than
20% of the property has been explored to date. The company has consolidated its
development funds and will concentrate its resources on the Burns Group property
on the recommendations of its 43-101 geologist report. Exploration on the Burns
Group property is being conducted under the guidance of the company's qualified
person Robert "Ned" Reid, PGeo and field supervision by Doug Merrick, with
extensive experience in exploration and development.

The Company commenced its work program on the company's Burns Mountain mineral
claims in June 2006. A crew was deployed on the property with excavator and
supporting equipment to prepare access, conduct permitted trenching and
follow-up prospecting in the specified area know as Perkins Gulch. Trenching and
channel sampling will be conducted in the anomalous area of the recent soils
grid and geological mapping and prospecting is ongoing to expand the targeted
areas of interest.

Gemco also have two placer properties in the Cariboo region namely the Hawk LPM
(lease of placer minerals) located four kilometers from Barkerville and the
Joytown LPM which is located near the head of Cunningham Creek. We are
postponing any exploration on these two placer properties until we establish our
drill program on the Burns Group property as our primary focus.



                                       5






A summary of all the mineral claims are as follows:

Gemco has also entered into a joint venture Agreement with Canamex Corporation
of Mexico, whereas as Gemco Holds 50% ownership in a Placer deposit of
approximately 1260 acres. Canamex will be conducting specialized exploration for
certain industrial minerals that may be extracted from the acquired claims


Wholly Owned Subsidiary
- -----------------------

Our wholly owned subsidiary, "Firstline Recovery Systems Inc." (Firstline)
continues in the business development for its magnetite natural mineral product
trade named "Eco-Blast", an environmentally safe product used in the industrial
abrasive industry as outlined further below, as well as its patented and
proprietary rights in its "Centrifuge Processor Machine" for soil remediation
and use in the processing of mining ore.

Natural Mineral Products
- ------------------------
Recent environmental regulations throughout North America have restricted the
use of traditional abrasives like silica-sand and some slags. This is
particularly true in the blast cleaning (sand blasting) market where 5 million
tons of abrasives are used each year. Magnetite has emerged as a less health
damaging and more environmentally friendly alternative to the traditional
non-recyclable abrasives. The specific particle size of natural magnetite
product performs optimally in blast cleaning applications and can be recycled.
ECO-Blast is the Branded and proprietary blast abrasive produced by Firstline
using magnetite and magnetite blends.

Tests have shown ECO-Blast to be an effective replacement for more traditional
blast mediums in terms of cost and performance and significantly superior in
terms of environmental impact and recyclability. Powertech Labs Inc. conducted
an analysis on the magnetite product, which approved the product for use by the
BC Ministry of Environment and Parks. A number of comparison demonstration tests
were also conducted by Ross-Rex Industries Inc. using ECO-Blast and
competitive/alternative products and the results have been very positive as
posted on Gemco's website.


                                       6




Firstline has executed a Brokers Agent Agreement subsequent to the year end,
between Teichert Aggregates the supplier and Target products Ltd. the buyer, for
the industrial mineral product known as Ilmenite. Such product is presently
going through experimental testing conducted by the buyer and once completed and
approved the buyer will enter into a 5 year contract with the seller to supply
the Ilmenite product. Firstline will receive ongoing broker fees for its efforts
to crystallize such transactions.

Centrifuge Processor
- --------------------
The Firstline "Centrifuge Processor" is a proprietary machine that removes lead
and other heavy metals from affected soils using its process directly connected
to specific gravity as well as sluicing action. With its roots in the mining
industry the "Centrifuge Processor" is versatile, yet rugged enough to handle
the most demanding projects. It has been designed to maximize throughput while
minimizing environmental concerns. With on-board screens, hydraulics, self power
sources and concentrators the "Centrifuge Processor" uses water that is
continually recycled, eliminating environmental degradation from spills and
greatly reducing the use of fresh water. The Canadian Ministry of Defense called
on Firstline and the "Centrifuge Processor" technology to assist them with the
clean up of contaminated soil at a military base in Chilliwack, British
Columbia, Canada. Firstline was able to meet all the requirements set out for
them, removing lead bullets or slugs & lead and copper fines to 300 ppm as well
as brass casings in accordance with established guidelines.
From the Ministries own estimates, a minimum of $261,000 savings was realized
through the use of Firstline's technology.


Risk Factors:

1.   We do not have an operating business

Gemco has rights in certain mineral claims located in the Province of British
Columbia, Canada. To date we have done limited exploration of the property
covered by our mineral claims. We do not have a mine or a mining business of any
kind. There is no assurance that we will develop an operating business in the
future.

2.   We have no source of operating revenue and expect to incur significant
expenses before establishing an operating company, if we are able to establish
an operating company at all.

Currently, we have minimal sources of revenue, and we do not have sufficient
working capital to complete our exploration programs and we do not have any
commitments to obtain additional financing. Further, we do not have enough
working capital to meet all of our contractual commitments to acquire our
mineral properties. We have no operating history upon which an evaluation of our
future success or failure can be made. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon:
further exploration of the Burns Mountain Property and the results of that
exploration; our ability to raise the capital necessary to conduct this
exploration and preserve our interest in these mineral claims; and our ability
to raise capital to develop the Burns Group Property, establish a mining
operation, and operate this mine in a profitable manner.

Because we have no operating revenue, we expect to incur operating losses in
future periods as we continue to expend funds to explore and develop the Burns
Group Property. Failure to raise the necessary capital to continue exploration
and development could cause us to go out of business.

3.  Our stock price will be heavily influenced by the results of our exploration
and future drilling tests on the Burns Group Property.

We cannot predict the results of our exploration and future drilling tests. The
results of these tests will dictate further exploration and are likely to affect
the trading price of our stock.

4.  If we develop other mineral resources, there is no guarantee that production
will be profitable.

Even if we find other commercial mineral resources, there is no assurance that
we will be able to mine them or that a mining operation would be profitable on
any of our properties. No feasibility studies have been conducted as of the date
of this report.

5.   We must undertake regular ongoing work and/or work on our properties in
order to maintain our mineral claims.


                                       7

We are required to undertake certain work and/or payments on the property as per
the guidelines with the Ministry of Energy and Mines of British Columbia, and
failure to do so could cause us to lose our mineral title and rights to our
mineral claims.

6. Weather interruptions in the Cariboo region may delay our proposed
exploration operations.

Weather factors will significantly affect our exploration efforts. Currently, we
can only work above ground at the Burns Mountain Property from late May until
early November of each year, depending upon how early snowfall occurs.
Exploration can continue in winter, however additional costs would be incurred
with diminished production.

7. We could encounter regulatory and permitting delays.

We could face delays in obtaining permits to operate on the properties. Such
delays could jeopardize financing, if any is available, in which case we would
have to delay or abandon work on the properties.

8. Going concern qualification

The Company has included a "going concern" qualification in the Consolidated
Financial Statements to the effect that we are an exploration stage company and
have no established sources of revenue. In the event that we are unable to raise
additional capital and/or locate ore resources, as to which in each case there
can be no assurance, we may not be able to continue our operations. In addition,
the existence of the "going concern" qualification in our auditor's report may
make it more difficult for us to obtain additional financing. If we are unable
to obtain additional financing, you may lose all or part of your investment.

9. There are penny stock securities law considerations that could limit your
ability to sell your shares.

Our common stock is considered a "penny stock" and the sale of our stock by you
will be subject to the "penny stock rules" of the Securities and Exchange
Commission. The penny stock rules require broker-dealers to take steps before
making any penny stock trades in customer accounts. As a result, our shares
could be illiquid and there could be delays in the trading of our stock which
would negatively affect your ability to sell your shares and could negatively
affect the trading price of your shares.

10. Our business is affected by changes in commodity prices

Our ability to develop our mineral properties and the future profitability of
the Company is directly related to the market price of certain minerals. The
sharp rise in commodity prices over the past year has resulted in increased
investor interest in mineral exploration companies. The Company has benefited
from this trend, but like other companies in this sector, the Company would be
negatively affected if commodity prices were to fall.

11. Our business is subject to currency risks

The Company conducts some of its business activities in Canadian dollars.
Consequently, the Company is subject to gains or losses due to fluctuations in
Canadian currency relative to the U.S. dollar.


Item 2. Description of Property
- -------------------------------

Burns Mountain Mineral Claims (Burns Group)
- -------------------------------------------

The Burns Group mineral claims held 100% by Gemco and are being explored for
gold deposits of a type similar to those known to occur within the historical
Cariboo Gold (Wells - Barkerville) mining camp. Our Burns Group project consists
of 10 contiguous mineral claims totaling 12,696 acres (5,134 hectares). The
property lies in the Cariboo Mining Division, 10 kilometers west of the past
producing Cariboo Gold Quartz, Island Mountain and Mosquito Creek mines located
at the town of Wells, British Columbia.


                                       8

The Burns Group property is underlain by meta-sedimentary rocks of the
Barkerville Terrain and contains known auriferous, fault related, quartz vein
structures. The Burns Group property covers the eastern edge of a "linear" which
coincides with the limits of the Lightening Creek placer camp. A significant
amount of "placer gold" has been recorded from the area, although a "source" has
to date not been discovered. Limited historical lode gold production has been
reported from workings on the property.

Gemco's exploration approach has been to employ personnel who are familiar with
the history and geology of the area to assess the merits of the historical
workings as well as conceive new targets for exploration. As a result of
numerous geological/ prospecting traverses, and a resultant soil survey, two
areas within the property have been selected as warranting more intensive
exploration programs, along with further exploration of areas of the property,
which have yet to be examined. The two areas of current primary interest are the
Foster East Soil Grid Gold Anomaly and the Pyrite Bearing Quartz Vein structure
in Perkins Gulch.

There are no parks or developments that would interfere with exploration for or
exploitation of any mineral deposits that might be located on the claims and
there are no disputes as to title or liens registered on the claims.

Tom Hatton, Company President, and our field people have lived and worked in the
area for many years and are very familiar with Burns Mountain property. As at
March 23 2005, Gemco received its report from Geologist, Robert Reid, P.GEO. Mr.
Reid was responsible for the Bonanza Ledge gold discovery, a major gold find for
International Wayside Ltd., one of the biggest players in the area. BC
government geologist's mining reports indicate that more occurrences of the
Bonanza ledge formation are likely to occur and may exist within the Burns
Mountain area. Gemco is well positioned to conduct an extensive exploration
program on Burns Mountain as Mr. Reid's report has identified some specific
target areas. Further, Gemco is committed on the work program recommended by Mr.
Reid for 2006 and onward.

The Company and its directors will disclose information as required under the
guidelines of National Instrument 43-101 Standards of Disclosure for Mineral
Projects (NI 43-101) with respect to the technical report prepared and submitted
to the Company by its Geologist, Robert E. (Ned) Reid, P.Geo. Mr. Reid is a
registered Professional Geoscientist in good standing in the Association of
Professional Engineers and Geoscientists of British Columbia. He is a graduate
of the University of British Columbia, (1971). He and has practiced his
profession as an exploration geologist for more than 35 years.

Location and Access
- -------------------
The Burns Group project is located in the Quesnel Highland area of the Interior
Plateau in the Province of British Columbia. The property is situated within NTS
area 93H/04, TRIM areas 93H002 and 93H003; centered approximately at 53(degree)
03' North latitude and 121(degree) 38' East longitude. The claims are in the
Cariboo Mining District.

Access to the northern portion of the property is via Highway 26
(Wells/Barkerville Highway) which transects the northwestern portion of the
claims a distance of 10 Km west from the Town of Wells or 70 Km east of Quesnel.
Additional access is via the 72F logging road (and accessories) which heads
south from the Stanley loop road, and joins into the historic Stanley Wagon
Road, and with the ATV trail (recently upgraded) which heads northerly from the
junction of the old and new highways a short distance east of Oregon Gulch.

The original tenure area has been converted to "cell" units under the new MTO
system, hence physical boundaries no longer exist. With conversion to "cell"
units the property went back to square 1 as per assessment requirements which
means, that from year 1 - 3, the work required is $4 per hectare and $8 per
hectare in years 4 plus.


                                       10


With such access, Gemco has conducted preliminary works at Burns Mountain
including exploration of existing adits and shafts. The longest explored adit
tunnel being 2,350 feet into the mountain. The property offers good assay
results from many locations tested, with over 80% of the property still
unexplored. Further, earlier records showed the creeks draining Burns Mountain
contained very coarse gold of high fineness.92 + fine In 1990 our president, Tom
Hatton, discovered an 8.5 ounce gold nugget at Burns Creek, which was recorded
and published in the B.C. mining records.


Option on the Burns Property
- ----------------------------
Gemco, has entered into an Option to Purchase Agreement with Georgia
International Mining Corporation dated July 30, 2005, whereby the Company has
optioned to Georgia three out of the six mineral properties that Gemco holds in
the Burns Mountain claim (claim #'s 506335, 506336, 506337). The option purchase
price is $285,000.00 CDN of which $35,000.00 has been received as a
non-refundable deposit and the balance of $250,000.00 is to be paid by way of
two payments of $125,000.00 each commencing June 15, 2007 and ending June 15,
2008. On March 6, 2006, the Company entered into an Amendment to the Option
Agreement whereby the payment dates were extended by one year to June 30, 2007
and June 30, 2008 respectively.  Georgia has further agreed under the Option
Agreement to fund the first phase of the work program to establish grids,
radiometric surveys, along with geological mapping and sampling on the optioned
property.


Exploration History (from geology report)
- -----------------------------------------
Holland (1948) provides a summary of work completed on the main showings
including surface plans for the Foster, Beedy (Perkins), Galena and Cohen
showings. Borovic (1981) is the most recent source of surface plans for workings
on Mount Bums. A summary of work completed on the property is as follows:

Burns Mountain:

o    1870' s discovery of auriferous quartz veins
o    1878, J.C. Beedy selectively mined veins from surface & processed some
     ore using a quartz stamp mill at Van Winkle. The veins, oriented
     195-205(degree)/70(degree)W, contained high grade gold in association with
     pyrite and galena across widths of about 1 foot.
o    1880, J. Reid acquired the property after the death of J.C. Beedy; the Reid
     Adit was driven as a crosscut to intersect the Beedy veins 75 feet below
     the surface showings. This adit was collared at an elevation of 5,062 feet
     and driven on an azimuth of 108(degree) for a distance of 387 feet. A
     quartz vein (probably the central vein) about one foot in width, striking
     205(degree) and dipping 62(degree) NW was drifted to the north for 20 feet
     at a distance of 337 feet from the portal. A raise was driven to surface
     and probably some sloping was also carried out on the vein. A grab sample
     (95F) of the vein in the adit assayed 0.41 ounces gold per ton and one
     (99F) of clean pyrite from the Reid Adit dump assayed 1.06 ounces gold per
     ton (Holland, 1948).
o    The Cohen veins, 1500 feet northeast of the Perkins veins were mined prior
     to 1885. Workings, between elevations of 5,250 and 5,300 feet, consist of
     several open cuts with associated shafts and mine dumps. C. Fuller
     indicated that the shaft on the Cohen incline was 70 to 90 feet deep. The
     open cuts where driven into the hillside along strike of veins less than
     one foot in width with orientations 065(degree)/75(degree)SE,
     205(degree)/65(degree)W and 190teeplyW. The veins contained high grade gold
     mineralization in association with galena, pyrite and sphalerite.
o    Work on the Galena vein, located at an elevation of 5,190 feet and about
     700 feet northeast of the Perkins veins, was probably also carried out at
     about this time. The original workings consisted of mine dump, an open cut
     driven northwest for 80 feet and a shallow drift on a vein oriented
     230(degree)/55(degree)NW for 80 feet. High grade gold mineralization with
     Au/Ag of about 1oz. is associated with pyrite, galena and sphalerite in a
     vein less than 1.5 feet in width.
o    (1885), E. Perkins selectively mined the Beedy veins and processed ore
     using an arrastre for a number of years.
o    1902, C.J. Seymour Baker and A.J.R. Atkins recovered about 10 ounces of
     gold from 10 tons of ore treated at the Government reduction works near
     Barkerville.
o    1919 C. Fuller and D. Hawes acquired the property after the death of E.
     Perkins
o    1932, Burns Mountain Gold Quartz Mining Company, Limited extended the Reid
     Adit 50 feet and drove the Bums Mountain Adit as a crosscut to intersect
     the Perkins veins 275 feet below the surface showings. This adit was
     collared at an elevation of 4,844 feet, driven 1,743 feet on an azimuth of
     327(degree) and 420 feet on an azimuth of 284(degree). A vein striking
     197(degree)and dipping 70(degree)W was intersected 150 feet west of the
     Perkins showing and drifted on, to the north for 127 feet.
o    R.E. MacDougall, W.E. North, J.J. Gunn



                                       11

o    1946, Cariboo Rainbow Gold Mines Ltd. completed 3,500 feet of stripping and
     trenching using a bulldozer. The stripping showed that the Perkins area
     consisted of 3 narrow veins about 50 feet apart over a composite strike of
     about 400 feet. Shafts are associated with the west and central veins. The
     northern 150 feet of the central vein is marked by slopes caved to surface
     and was probably the source of most ore mined from the property.
o    1979, Spectrum Industrial Resources Limited: trenched, sampled and mapped
     the Cohen, Galena and Perkins showings at a scale of 1:200; produced a
     geological map at a scale of 1:5000; completed about 315 meters of diamond
     drilling in 3 holes, one on each showing. Drill hole S80-1 intersected a
     zone of vein quartz and fracturing (core length of 7 meters), thought to be
     the Perkins structure about 20 meters above the Burns Mountain Adit, but
     got no gold values.
o    About 1990, M. Poshner excavated the main showings. The Perkins area is a
     trench 20 feet deep and 600 feet in length. The galena vein is a trench
     about 300 feet in length. The Cohen veins are in a stripped area about 600
     by 150 feet in size.
o    Firstline Recovery Systems Inc. purchased the Bums 1 mineral claim from
     Doug Merrick of Wells, B.C. in 1998 and staked the balance of the property
     in 1998 and 1999. The company carried out some surface prospecting,
     completed an orientation - type soil geochemistry survey of about 150
     samples covering the area between the Perkins, Cohen and Galena showings
     and ran several magnetometer  & VLF geophysical survey lines across the
     Perkins and Galena showings. Vein structures show a distinct VLF signature.
     Gold values of 100-200 ppb in soils mark mineralized structures (over 20ppb
     are considered anomalous in this area). Gemco Minerals Inc. has since
     assumed all mineral rights and mining operations from the subsidiary, and
     has expanded the Burns Mountain 100% owned claims to 12,865 contiguous
     acres.

Oregon Gulch:

The Jones and Foster ledges in Oregon Gulch consist of upper, lower and eastern
adits, the Foster shaft and several open cuts.

o    1870' s, discovery of veins with gold
o    1877, trenches on veins between elevations of 4,560 and 4,570 feet; Foster
     shaft collared at about 4,585 feet and sunk to a depth said to be 56 feet;
     upper adit collared at an elevation of about 4,510 feet above the west
     branch of Oregon Gulch, driven 352(degree) for 217 feet and followed by an
     additional 80 feet of crosscutting and drifting; several veins oriented
     190(degree)/70(degree)W and less than a foot in width were found containing
     pyrite, galena and sphalerite. The veins are parallel in strike to a
     prominent fault dipping moderately east in underground workings. In 1999,
     D. Merrick found high grade gold in grab samples of barren-looking quartz
     from the dump to the adit.
o    1933, Foster Ledge Gold Mines Ltd., drove the lower and eastern adits;
     lower adit driven 065(degree) for 70 feet and 123(degree) for 170 feet; at
     32 feet back of the face a vein was drifted on for 43 feet to the
     northeast; the vein is less than 0.5 feet in width, oriented
     025(degree)/80(degree)NE, and barren looking but contained some gold.
     Eastern adit driven 343(degree) for 168 feet and 324(degree) for 83 feet;
     at 23 feet back of the face a crosscut was driven on 058(degree) for 60
     feet and then 290(degree) for 50 feet; veins less than 0.5 feet in width
     and oriented 202(degree)/70(degree)W and 2180/62<>NW were found at a
     distance of 70 feet and 118 feet, respectively, from the portal; a fault
     several feet in width striking 165-170(degree) and dipping 60-70(degree)W
     was located at a face.

Physiography and Geology (from geology report)

The area, in general terms, is heavily forested and overburden covered with
moderate sloping topography cut by numerous gullies. Drainage of the area is
mostly within mossy draws leading into a few placer gold bearing creeks, making
the practicality of a "silt sampling survey" almost redundant. Areas of rock
exposure are restricted to "fault related" bluffs, and, to a limited extent,
mountain summits.

Regional and local Geology is described in Reports by Holland (BCDM Bulletin 26)
and most recently by Struik (GSC Memoir 421). Both of which expand upon previous
reports by Bowman: Johnston and Uglow: Hansen and others.

Holland's description of the geology is believed (by this writer) to be the most
prolific, and taken partially out of context, is quoted as follows:

"The Stanley area is underlain by a succession of metamorphosed sedimentary
rocks belonging to the Precambrian Richfield formation. The rocks cannot be
correlated with members of the Barkerville Gold Belt. The area straddles the
regional anticlinal axis which has been mapped previously (Johnston and Uglow,
1926 p. 31) as running between Mount Amador and Mount Nelson." (Struick has
moved the anticlinal axis a bit to the south-west and has differentiated the
main units as the Eaglesnest succession and Harveys Ridge succession, within the
Paleozoic Snowshoe Group of the Barkerville Terrane)


                                       12

"Quarzite in almost bewildering variety is the predominating rock in the area,.
It displays variations in colour from white and light grey, through medium grey,
brown, to black; in granularity from fine quartzite to coarse grits with
interbeds of metamorphosed pebble conglomerate; in composition through admixture
with varying amounts of dark argillaceous material; and in fissility either
through variations in amount of mica developed in the rock or through the rock's
relation to the axial plane and minor folds. Individual beds, ranging from a
fraction of an inch to several tens of feet in thickness, are interbedded with
others which may vary in colour, granularity, and general composition."

"Dominantly argillaceous rocks are considerably less common than quartzites.
They are present as black slate and dark schistose quartzitic argillite, grey
argillaceous schists, and as thin partings and interbeds of dark argillaceous
material in a dominantly quartitic succession. The grey colours of most
quartites are due to the variable content of dark argillaceous and, in some
instances, graphitic material."

"For the most part the rocks are not calcareous.
The few thin limestone beds could not be traced for any great distance and there
correlation was not possible. Many of the rocks have a low to moderate amount of
carbonate mineral which, when determined, was found to be ankerite."

"Green chloritic schists, some weathering brown and some exceedingly brightly
coloured, are also present. Some chloritic schists contain thin layers and
lenses of grey or white limestone. In several places pale, greenish-grey
quartzite schists are exposed; their green caste evidently is a result of the
development of small amounts of chlorite. "The rocks represent a sedimentary
succession that has been subjected to regional metamorphism. Cleavage, in
varying degrees of perfection, is developed in all rocks and is the result of
the oriented development mainly of sericite and less commonly of chlorite. The
perfection of the cleavage depends primarily on the initial composition of the
rock and the amount of argillaceous material that was available to form mica. To
a lesser extent the position of the rock in relation to the axial plane of a
fold contributes to the degree to which the cleaner, more massive quartzites are
cleaved."

In respect to cleavage, the term, "flaggy quartzite" is mentioned by Holland and
Johnston and Uglow. This terminology was a bit of a mystery to this writer,
until examination, who now believes this term applies to rocks that are cleaved
into relatively flat slabs, or "flagstone" like material. (This writer, in his
traverses, did not find a sufficient amount to be of commercial interest).

Structural Geology (from geology report):

After 100 plus years of geological study in the area, structural geology is
still poorly defined. The consensus of opinions leans towards broad regional
folding with strong local deformation associated with faulting, and or regional
thrusts (with several dissenting voices.) This writer is in agreement with the
majority, in that there is almost a total lack of minor fold structures, and an
extensive record of recognizable, and some very subtle faults

Deposit Types

     There are currently four "types" of gold bearing "deposits" within the
Cariboo Gold Mining District.

     1.   Placer Deposits.
     2.   Pyritic quartz veins in brittle rocks associated with northerly
          trending faults.
     3.   Pyritic replacement deposits usually associated with folds in
          limestone and in close proximity to northerly striking faults
     4.   Pyrite with sericite in a hydrothermal event (Bonanza Ledge).

Descriptions of the deposit types are included in a majority of the reports
listed in the references. On the Firstline property the exploration focus will
be on a northerly trending fault and proximal quartz veining. Quartz veining
within the "camp" has historically been designated as either "A' veins (those
being sub-parallel the north westerly trending strata and are usually of greater
extent). Or "B" veins which within the mines, are, either transverse (right
angles to stratigraphy) or oblique, which cut stratigraphy but are at right
angles to the northerly trending faults. The "B' veins have been interpreted as
tension fracture filling possibly following the Riedel shear model. Skerl (1948)
states that "Continued movement (along the northerly trending faults) opened up
both groups of these fractures enabling mineral solutions to invade the broken
zones near both the north - south and the "bedded" faults and produce auriferous
quartz-pyrite veins. Some mineralization took place within the faults
themselves."



                                       13




Work on the Property by Gemco.   Gemco commenced its current work program on the
company's Burns Mountain mineral claims in June 2006. A crew was deployed on the
property with excavator and supporting equipment, to conduct trenching and
channel sampling in the anomalous area of the recent soils grid prepare access
to the permitted drill area known as Perkins Gulch undertake trenching, sampling
and further prospecting. Further, trail upgrade and drill pad construction near
Perkins Gulch will be conducted and geological mapping and prospecting is
ongoing to expand the targeted areas of interest.

The first stage of trenching has been completed and rock samples have been
shipped to Ecotech Lab in Kamloops BC for assay. Results are expected in the
near future and will be interpreted by Ned Reid P. Geo. Meanwhile prospecting
and rock sampling is being carried out by our prospector Brad Davies under the
direction of Mr. Reid. They are pursuing a suspected fault which could run from
the Foster Ledges (site of recent trenching) over onto Burns Mt. and the
historical Perkins Creek area. The head of Perkins Cr is very near the Reid
Adit, the Perkins Adit and a placer hydraulic pit on Perkins Cr itself. This
long suspected fault could tie the area together geophysically and will be of
much interest in future exploration. Permitted drill holes are also in this
immediate area where we plan for drilling in the near future.

Our Proposed Exploration Program

Our plan of operations plans, timeline and specific use of proceeds are outlined
in the table below. We plan to raise an initial tranche of $500,000 through
private placement and other equity funding arrangements. The Company will
utilize the capital in blocks as it is raised to reach the milestones in the
projected time frames. As outlined above, we have commenced our work program and
will continue all stages with capital raised. All assay and analytical results
will be conducted by Eco Tech Laboratory Ltd., an accredited laboratory, based
in Kamloops BC. The majority of the annual fees and assessment costs for the
mineral tenures are due annually in the month of December and are in good
standing.

============================================================ ======================= ===================
  Description of intended Use of net Proceeds in order of        No. of Months        Cost to Complete
                         priority                                 to Complete
============================================================ ======================= ===================
Capital Funding- Private Placement                               Months 1 to 4                 $500,000
- ------------------------------------------------------------ ----------------------- -------------------
Funding Costs and Fees                                           Months 1 to 4                  $50,000
- ------------------------------------------------------------ ----------------------- -------------------
Prospecting and sampling                                         Months 1 to 2                  $15,000
- ------------------------------------------------------------ ----------------------- -------------------
Trenching and Gridding                                           Months 1 to 5                  $55,000
- ------------------------------------------------------------ ----------------------- -------------------
Deployment of Drill Equipment and Accessories                    Months 2 to 3                  $25,000
- ------------------------------------------------------------ ----------------------- -------------------
Drill Equipment Placement and Implementation                     Months 2 to 4                  $25,000
- ------------------------------------------------------------ ----------------------- -------------------
Drilling program and works (2 man operation)                     Months 5 to 9                 $160,000
- ------------------------------------------------------------ ----------------------- -------------------
Preliminary Test Works                                           Months 5 to 9                  $30,000
- ------------------------------------------------------------ ----------------------- -------------------
Analysis, Assaying and Reporting                                 Months 6 to 10                 $40,000
- ------------------------------------------------------------ ----------------------- -------------------
Leases, Fees and Assessments                                        Ongoing                     $25,000
- ------------------------------------------------------------ ----------------------- -------------------
General Working Capital                                             Ongoing                     $75,000
============================================================ ======================= ===================
Total                                                                                           500,000





                                       14



Placer LPM Properties

Gemco also has two placer properties. Firstly, the Hawk LPM (lease of placer
minerals) is located near Barkerville, British Columbia and is recognized as a
deep ground area, which will require extensive testing. Secondly, the Joytown
LPM which is strategically located near the head of the historically famous
Cunningham Creek. The previous property operator undertook some testing and
found gold values that warrant a more extensive testing program. Both of these
properties will require extensive testing prior to further mining activities.


Item 3. Legal Proceedings

We know of no material, active or pending legal proceedings against our company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.


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

Within the current fiscal year, no matters have been submitted to a vote of
security holders aside from the Consent Action of the majority shareholders of
the Company on March 24, 2006 for the Company to change its name from Firstline
environmental Solutions Inc. to Gemco Minerals Inc. As a result of this, the
Company's common stock was assigned 368634 10 1as its new CUSIP number and
effective April 10, 2006, the Company's trading symbol was changed to GMML.

                                     PART II


Item 5. Market for Common Equity and Related Stockholder Matters


Overview


Our common shares are quoted on the OTCBB (Over the Counter Bulliten Board)
exchange sponsored by the NASDAQ (National Association of Securities Dealers)
under the symbol GMML and the registrar and transfer agent for our common shares
is, Interwest Transfer Co. The following table indicates the high and low bid
prices of our common shares during the periods indicated:

         QUARTER ENDED                   HIGH BID                      LOW BID

         Aug 31, 2004                    $0.07                         $0.04
         Nov 30, 2004                    $0.08                         $0.04
         Feb 28, 2005                    $0.08                         $0.05
         May 31, 2005                    $0.05                         $0.03
         Aug 31, 2005                    $0.05                         $0.02
         Nov 30, 2005                    $0.09                         $0.05
         Feb 28, 2006                    $0.09                         $0.05
         May 31, 2006                    $0.33                         $0.09

The source of the high and low bid information is the NASD OTC Bulletin Board.
The market quotations provided reflect inter-dealer prices, without retail
mark-up, markdown or commission and may not represent actual transactions.

As of May 31, 2006, we had 18,486,815 common shares issued and outstanding that
were held by approximately 49 registered holders.


                                       15

We have not declared any dividends since incorporation and do not anticipate
that we will do so in the foreseeable future. Although there are no restrictions
that limit the ability to pay dividends on our common shares, our intention is
to retain future earnings for use in our operations and the expansion of our
business.

Purchase Warrants

As at May 31, 2005, the Company had 2,247,315 warrants outstanding as delineated
below. Within the past fiscal year none of the warrants were exercised and all
of the warrants have expired. The Company has not issued any new warrants since
and there were no warrants outstanding at May 31, 2006.

                 Number             Exercise Price        Expiry Date
                 ------             --------------        -----------

                350,000                $0.35            October 1, 2005
                150,000                 0.35            October 6, 2005
                 40,000                 0.35            October 9, 2005
                 50,000                 0.35            October 15, 2005
                700,000                 0.30            October 15, 2005
                 12,500                 0.35            November 1, 2005
                181,066                 0.30            November 26, 2005
                133,332                 0.35            November 28, 2005
                114,814                 0.35            December 1, 2005
                297,000                 0.30            December 1, 2005
                145,187                 0.35            December 17, 2005
                 33,416                 0.35            February 15, 2006
                 40,000                 0.30            April 30, 2006
           ------------
              2,247,315


Securities Authorized for Issuance Under Equity Compensation Plans.

On July 21, 2006 the Company authorized the structuring of a stock option plan
(the "Plan") under which our officers, directors, consultants, advisors and
employees may receive stock options. The aggregate number of shares that may be
issued under the Plan is for 2,500,000 shares. All of the options will be
exercisable over three years, with 1,800,000 options exercisable at $0.15 per
share and 700,000 exercisable at $0.25 per share. The Company has resolved to
grant certain options upon inception of the Plan which will be effective as of
July 21, 2006. The purpose of the Plan is to assist Gemco and its subsidiaries
and affiliates in attracting and retaining qualified individuals to serve as
directors, officers, consultants, advisors, and employees of our Company who
will contribute to our Company's success and to achieve long-term objectives
that will inure to the benefit of all shareholders of Gemco.

The table below outlines the Equity Compensation Plans as at May 31, 2006 year
end.

Plan category              Number of securities to    Weighted average          Number of securities
                           be issued upon exercise    exercise price of         remaining available for
                           of outstanding options,    outstanding options,      future issuance
                           warrants and rights        warrants and rights
- -------------------------  -----------------------    -------------------       ------------------------
Equity compensation plans
approved by security                0                          0                         0
holders

Equity compensation plans
not approved by security            0                          0                         0
holders

Total                               0                          0                         0




                                       16




Recent Offering of Unregistered Securities

On April 18, 2006, the board approved an offering to Canadian investors of 200
units for so called "flow-through" shares to raise $500,000 USD. "Flow through"
shares carry certain tax benefits to shareholders who are Canadian tax payers.
The Company must use the proceeds from the placement of "flow-through"
securities for exploration and development programs in order to enable the
holders of "flow-through" shares to derive the tax benefits in Canada. Each unit
consists of 10,000 common shares at $0.25 USD, comprised of 7,000 "flow-through"
common shares and 3,000 "non-flow-through" common shares. Each Unit has attached
10,000 warrants. Each warrant is convertible into one non-flow-through common
share, exercisable within two years at a price of $0.50 USD per share. In total,
the offering is comprised of 2,000,000 common shares at $0.25 USD per share,
each share has a warrant attached which is exercisable over two years at a price
of $0.50 USD per share. Fully diluted, inclusive of the 2,000,000 exercised
warrants, the Company will realize $1,500,000 USD. The warrants also have an
expedited exercise provision stating that if, for thirty consecutive trading
days, the closing price of the listed shares of the Company exceeds $0.50 USD
then the exercise period of the warrants will be condensed to a period of 60
days.

The Units are being offered for sale by the Company directly through directors,
officers, employees and other duly authorized agents of the Company in reliance
upon exemptions from the registration and prospectus requirements of applicable
securities legislation. The Company may also appoint one or more registered
dealers to serve, on a non-exclusive basis, as the Company's agents to offer the
Units for sale to eligible purchasers on a best efforts basis. The Company has
not entered into any agency offering agreement with any person registered to
trade in securities pursuant to applicable securities legislation whereby the
Units will be offered for sale. Except where prohibited under applicable
securities legislation, a commission of up to 10% of the offering price of the
Units will be paid to all dealers and other duly authorized agents, whether
registered or otherwise, in respect of any Units sold by such dealers and
agents. Directors, officers and employees of the Company may also be eligible to
receive this commission in respect of any Units sold by them.

Under the terms of the offering, the Company will deliver within sixty days of
the closing of the offering to the purchaser or its nominee, the certificates
representing the securities purchased by the purchaser registered in the name of
the purchaser or its nominee. As at the year-end of May 31, 2006, the Company
had subscribed four units for a total of $10,000 USD representing 40,000 common
shares. Further, no commissions were paid to anyone in connection with the sale
of the shares and no general solicitation was made to anyone. The certificates
for the Shares purchased in the offering will bear a legend stating the
securities are "restricted securities" as defined by the U.S. Securities and
Exchange Commission (SEC) and may only be publicly offered and sold pursuant to
an effective registration statement filed with the SEC, as outlined below, or
pursuant to an exemption from the registration requirements. Generally the
exemption from the registration requirements are in accordance with Regulation S
and public offer and sale would be pursuant to SEC Rule 144. The restrictions
under Rule 144 will apply until the registration statement described below is
declared effective by the SEC, and will not be eligible for free trading for a
minimum of 4 months.

Within sixty days of the closing of the offering period the Company shall file a
registration statement with the U.S. Securities and Exchange Commission (SEC)
which includes the initial Shares subscribed and issued in the offering and
identifies the purchaser as a selling security holder. As and when the
registration statement is declared effective by the SEC, the investors may then
publicly offer and sell the shares without restriction.

In general, under Rule 144, a person who has beneficially owned shares privately
acquired directly or indirectly from us or from one of our affiliates, for at
least one year, or who is an affiliate, is entitled to sell, within any
three-month period, a number of shares that do not exceed the greater of 1% of
the then outstanding shares or the average weekly trading volume in our shares
during the four calendar weeks immediately preceding such sale. Sales under Rule
144 are also subject to certain manner of sale provisions, notice requirements
and the availability of current public information about us. A person who is not
deemed to have been an affiliate at any time during the 90 days preceding the
sale, and who has beneficially owned restricted shares for at least two years,
is entitled to sell all such shares under Rule 144 without regard to the volume
limits, current public information requirements, manner of sale provisions or
notice requirements.



                                       17




Recent Issuance of Unregistered Securities

On April 20, 2006, the Company issued 980,000 shares in exchange for management,
consulting and advisory services which were recorded at $98,000 at a deemed
value of $0.10 per share, representing the current market price of the shares
and the fees that would customarily be charged for such services.

With respect to the unregistered sales made, the Company relied on Section 4(2)
of the Securities Act of 1933, as amended. No advertising or general
solicitation was employed in offering the securities. The securities were
offered to sophisticated investors and existing shareholders who were provided
all of the current public information available on the Company.


Item 6. Management's Discussion and Analysis or Plan of Operation

The following analysis of the results of operations and financial condition of
the company for the period ending May 31, 2006 should be read in conjunction
with the company's financial statements, including the notes thereto contained
elsewhere in this form 10-KSB. Our consolidated financial statements are stated
in United States Dollars and are prepared in accordance with United States
Generally Accepted Accounting Principles.

Discussion of Operations  & Financial Condition

During the twelve months ended May 31, 2006 the Company recorded a net loss of
$422,013 as compared to a loss of $399,073 for the twelve months ended May 31,
2005. This is a decrease in the loss of approximately $36,246. The loss is
represents $0.02 per common share. The Company has not yet generated any
revenues from its Mineral Exploration Program. Our ability to emerge from the
exploration stage and conduct mining operations is dependent, in large part,
upon our raising additional equity financing

Selected annual information

                                             May 31, 2006     May 31, 2005
                                             --------------   ------------
Revenues                                          Nil             Nil
Net Loss                                       $422,013         $399,073
Loss per share-basic and diluted               $0.02            $0.04
Total Assets                                   $198,460         $248,153
Total Liabilities                              $847,639         $883,391
Cash dividends declared per share                 Nil              Nil

As of May 31, 2006, Gemco had total liabilities of $847,639 consisting of
$363,734 in accounts payable and accrued liabilities, $80,461 due to
shareholders and $403,444 in promissory notes. Liabilities reduced approximately
$35,698 from 2005 due to $340,907 of promissory notes being converted to shares,
less the increase in accounts payables and short term notes of $178,319 and
$49,402 respectively.

Gemco's current assets at May 31, 2006, consisted of $11,797 in cash which
increased from $77 as of May 31, 2005. Total assets as of May 31, 2006 were
$198,460 with Mineral claims recorded at $99,272 and Investments of $14,615 for
the Company's option to purchase 49% of the outstanding shares of Slate Creek
Mining Company Ltd. for $1,000,000 Canadian, which expires March 26, 2007.

Revenues
- --------
No revenue was generated by the Company's operations during the years ended May
31, 2006 and May 31, 2005.



                                       18


Net Loss
- --------
The Company's expenses are reflected in the Consolidated Statements of
Operations under the category of Operating Expenses. To meet the criteria of
United States generally accepted accounting principles ("GAAP"), all exploration
and general and administrative costs related to projects are charged to
operations in the year incurred.

The significant components of expense that have contributed to the loss of
$422,013 consists of accrued interest on short term notes, amortization and
professional fees including accounting and legal, management and consulting
fees, as well as the writedown of assets, as outlined below. These expenses were
recorded primarily as a combination of accruals and issuance of shares with a
portion paid in cash.

     (a)  Accrued Interest on Short-term Notes

Included as the major component of the $61,053 Bank and interest charges
recorded on the Consolidated Statement of Operations is the accrual for Interest
on short-term notes in the amount of $60,679.

     (b)  Amortization

Amortization was recorded in the amount of $15,050 for the fiscal period. This
non-cash amount is computed at a rate of 20% of the net book value of the
equipment.

     (c)  Professional fees

The Company recorded professional fees for accounting and legal of $81,128,
consulting fees of $87,612 and management fees of $63,010, totaling $231,750 in
professional fees for the fiscal period ending May 31, 2006. Of this amount
$148,000 was compensated in issuance of shares and $38,913 was recorded as an
accrual. There was an increase of $87,715 in the professional fees over the
previous years total of $144,035. This increase is primarily due to the
extensive work undertaken to prepare fully audited reporting financial
statements for the Company, complete the effective 10SB filings process with the
Securities and Exchange Commission (SEC) and complete the Form 211 for
Broker/Dealer sponsorship with the National Association of Securities Dealers to
advance the Company from the Pink Sheets exchange to the OTCBB exchange which
was achieved as of March 24, 2006.. Further, the Company had an increase in
audit fees and has incurred additional fees to maintain its full reporting
status including its quarterly 10Q's, annual 10K, and all other required SEC
filings.


Plan of Operations
- ------------------

Burns Mountain Mining Property
- ------------------------------

We are continuing our exploration program on the Burns Mountain Project. The
objective of this geological exploration program is to determine and define gold
deposits in order to provide a basis for the assessment of the feasibility of
future additional exploration activities, including test mining activities, at
the Burns Mountain Project. We plan to conduct further exploration of the
Perkins Gulch and Fosters Ledge within the Burns Mountain Project. Our planned
geological exploration program is described further in the section of this
Annual Report on Form 10-KSB entitled Description of Properties - Burns Mountain
Project.

Upon completion of raising the initial funding tranche of the $500,000
flow-through offering (as described in Item 5 of this document) we plan to spend
$350,000 (70% flow-through for exploration expenses) in the next six to twelve
months in carrying out our exploration activities for the Burns Mountain
Project. Of this amount, we anticipate approximately $210,000 will be spent on
diamond drilling activities, with the balance of $140,000 being spent on other
exploration activities, including test mining activities, analysis, assaying and
reporting. The actual amount that we spend on exploration will depend on the
actual amount of funds that we have available for exploration. We are presently
seeking the sufficient financing to enable us to proceed with these plans and
will require additional financing if we are able to proceed with further
exploration plans.


                                       19

Our plan of operations at the Burns Mountain Project will be continually
evaluated and modified as exploration and gold recovery results become
available. Modifications to our plans will be based on many factors, including:
results of exploration, assessment of data, weather conditions, exploration
costs, the price of gold and available capital. Further, the extent of our
exploration programs that we undertake will be dependent upon the amount of
financing available to us.

We do not have any commercially viable reserves on any of our properties that
comprise the Burns Mountain Project or any of our other properties. We plan to
carry out exploration activities on the Burns Mountain Project that are referred
to as "test mining activities". The objective of the test mining activities on
the Burns Mountain Project is to expand our knowledge and geological data of the
mineralization of the placer deposits on the Burns Mountain Project and to
recover gold from test mining activities in order to pay for a portion of the
expense associated with exploration of the Burns Mountain Project. As we have
not established commercially viable reserves on the Burns Mountain Project, we
anticipate that recoveries of gold from test mining activities will not be
sufficient to pay for the full cost of exploration. There is no assurance that
our test mining activities will result in a final evaluation that a commercially
viable mineral deposit exists on any of our mineral properties that comprise the
Burns Mountain Project.

Other Mining Properties
- -----------------------

Gemco will not undertake exploration of its Hawk and Joytown placer properties
in British Columbia in the immediate timeframe, as the Company has committed to
focus on the BC, Burns Mountain Project at this time. Regarding the joint
venture on the mineral claims in Mexico, Gemco will coordinate any further
specialized exploration and testing with Canamex on an ongoing basis.

Wholly Owned Subsidiary
- -----------------------

Our wholly owned subsidiary, "Firstline Recovery Systems Inc." (Firstline)
continues in the business development for its magnetite natural mineral product
trade named "Eco-Blast", an environmentally safe product used in the industrial
abrasive industry as outlined in Item 1. Firstline will also proceed with the
Brokers Agent Agreement entered into subsequent to the year end, between
Teichert Aggregates the supplier and Target products Ltd. the buyer, for the
industrial mineral product known as Ilmenite. Pending the approval of the
results of the experimental testing being conducted by the buyer, the buyer will
enter into a 5 year contract with the seller to supply the Ilmenite product.
Firstline will receive ongoing broker fees for its efforts to crystallize such
transactions as Firstline is also planning to utilize its patented and
proprietary "Centrifuge Processor Machine" for the processing of the approximate
10,000 tonnes of ore material at the Burns Mountain Project.


Liquidity and Capital Resources
- -------------------------------

Cash and Working Capital
- ------------------------

We had cash of $11,797 as of May 31, 2006, compared to cash of $77 as of May 31,
2005. We had a working capital deficiency of $835,842 as of May 31, 2006,
compared to a working capital deficiency of $883,314 as of May 31, 2006.

The Company's assets are recorded at the lower of cost or market value. The
total assets at May 31, 2006 were $198,460 net of amortization. The majority of
our assets are long-term in nature and thus considered to be of lower liquidity.
The Company's cash inflow has been generated mainly from shareholder loans,
short-term loans and issuance of common stock with minimal revenues and
government incentive programs since inception.

Management continually reviews its overall capital and funding needs to ensure
that the capital base can support the estimated needs of the business. These
reviews take into account current business needs as well as the Company's future
capital requirements. Based upon these reviews, to take advantage of strong
market conditions and to fully implement our expansion strategy, management
believes that the Company will continue to increase our net capital through the
proceeds from sales of our securities. The Company currently maintains minimal
cash balances and is funded by management and shareholder loans to satisfy
monthly cash requirements in the interim of raising external funding.



                                       20

We will require additional financing during the current fiscal year due to our
current working capital deficiency, our plan of operations for the Burns
Mountain Project, our planned exploration activities and our plan to continue to
pursue financing. We presently do not have sufficient financing to enable us to
proceed with these plans and will require additional financing if we are able to
proceed with our exploration plans. Our actual expenditures on these activities
will depend on the actual amount of funds that we have available as a result of
our financing efforts. There is no assurance that we will be able to raise the
necessary financing. See Risk Factors. It is the intent of management and
controlling shareholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity. Management has
developed a plan to address the company's net capital deficiency which includes
raising capital through its current offering and optioning some of the company's
mineral claims to other exploration companies.


Cash Used in Operating Activities
- ---------------------------------

Cash used in operating activities increased $52,665 to $110,585 for 2006,
compared to $57,920 for 2005. We funded the cash used in operating activities
primarily through shareholders loans and equity issues of our common shares.


Investing Activities
- --------------------

We utilized cash of $18,030 from investing activities during 2006 compared to
cash of $32,588 used in investing activities during 2005. Investing activities
during 2006 and 2005 was primarily comprised of acquisition of mineral claims.

We anticipate continuing to rely on equity sales of our common shares in order
to continue to fund our business operations. Issuances of additional shares will
result in dilution to our existing shareholders. We do not have any arrangements
in place for further sales of our equity securities.

Flow-Through Share Subscriptions
- --------------------------------

The Company entered into "flow-through" share subscription agreements during the
year ended May 31, 2006 pursuant to which we committed to incur on or before
December 31, 2006, a total of $7,000 of qualifying Canadian exploration expenses
as described in the Income Tax Act of Canada. The Company will assign to the
holders of the "flow through" shares tax credits for such exploration expenses.
As of May 31, 2006 expenditures of $7,000 have been incurred. Commencing March
1, 2007 the Company is liable to pay a tax of approximately 5% per annum,
calculated monthly on the unspent portion of the commitment.

Going Concern
- -------------

Our financial statements have been prepared on a going concern basis, which
assumes the realization of assets and settlement of liabilities in the normal
course of business. Our ability to continue as a going concern is dependent upon
our ability to generate profitable operations in the future and/ or to obtain
the necessary financing to meet our obligations and repay our liabilities
arising from normal business operations when they become due. The outcome of
these matters cannot be predicted with any certainty at this time and raise
substantial doubt that we will be able to continue as a going concern. Our
financial statements do not include any adjustments to the amount and
classification of assets and liabilities that may be necessary should we be
unable to continue as a going concern.

Recent Accounting Pronouncements
- --------------------------------

In March 2005, the FASB issued an interpretation of Statement No. 143,
"Accounting for Asset Retirement Obligations". This interpretation clarifies
that the term "conditional asset retirement obligation" as used in the Statement
No. 143, refers to a legal obligation to perform an asset retirement activity in
which the timing and (or) method of settlement are conditional on a future event
that may or may not be within the control of the entity. The obligation to
perform the asset retirement activity is unconditional even though uncertainty
exists about the timing and (or) method of settlement. Thus, the timing and (or)
method of settlement may be conditional on a future event. Accordingly, an
entity is required to recognize a liability for the fair value of a conditional
asset retirement obligation if the fair value of the liability can be reasonably
estimated.


                                       21

The fair value of a liability for the conditional asset retirement obligation
should be recognized when incurred - generally upon acquisition, construction,
or development and (or) through the normal operation of the asset. Uncertainty
about the timing and (or) method of settlement of a conditional asset retirement
obligation should be factored into the measurement of the liability when
sufficient information exist.

Statement No. 143 acknowledges that in some cases, sufficient information may
not be available to reasonably estimate the fair value of an asset retirement
obligation. This interpretation also clarifies when an entity would have
sufficient information to reasonable estimate the fair value of an asset
retirement obligation. This interpretation is effective no later than the end of
fiscal years after December 15, 2005. Management does not expect FASB
interpretation to the Statement No. 143 to have an impact to the Company's
consolidated financial position or consolidated results of operations and cash
flows.

In May 2005, the FASB issued Statement No. 154, "Accounting Changes and Error
Corrections", a replacement of APB Opinion 20, "Accounting Changes" and FASB
Statement No. 3, "Reporting Accounting Changes in Interim Financial Statements."
This Statement changes the requirements for the accounting for and reporting of
a change in accounting principle. APB Opinion 20 previously required that most
voluntary changes in accounting principles be recognized by including in net
income of the period of the change the cumulative effect of changing to the new
accounting principle.

FASB Statement No. 154 requires retrospective application to prior periods'
financial statements of changes in accounting principle, unless it is
impracticable to determine either the period specific effects or the cumulative
effect of the change. This statement is effective for accounting changes and
corrections of errors made in fiscal periods that begin after December 15, 2005.
Management does not anticipate this statement will impact the Company's
consolidated financial position or consolidated results of operations and cash
flows.

In February 2006, the FASB issued Statement No. 155, "Accounting for Certain
Hybrid Financial Instruments", an amendment of FASB Statement No.133,
"Accounting for Derivative Instruments and Hedging Activities" and FASB
Statement No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities." This Statement permits fair value re
measurement for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation; clarifies which
interest-only strips and principal-only strips are not subject to the
requirements of Statement No. 133, establishes a requirement to evaluate
interests in securitized financial assets to identify interests that are
freestanding derivatives or that are hybrid financial instruments that contain
an embedded derivative requiring bifurcation; clarifies that concentrations of
credit risk in the form of subordination are not embedded derivatives and amends
Statement 140 to eliminate the prohibition on a qualifying special-purpose
entity from holding a derivative financial instrument that pertains to a
beneficial interest other than another derivative financial instrument.
Management does not anticipate this Statement will impact the Company's
consolidated financial position or consolidated results of operations and cash
flows.

In March 2006, the FASB issued Statement No. 156, "Accounting for Servicing of
Financial Assets", an amendment of FASB Statement No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities."
This Statement amends Statement No. 140 with respect to the accounting for
separately recognized servicing assets and servicing liabilities. Management
does not anticipate this Statement will impact the Company's consolidated
financial position or consolidated results of operations and cash flows.

SFAS NO. 123R- In December 2004, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards No. 123R,
"Share-Based Payment" ("FAS 123R"), which revised FAS 123 "Accounting for
Stock-Based Compensation". FAS 123R requires measurement and recognition of the
costs of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award, recognized over the
period during which an employee is required to provide service in exchange for
such award. Implementation is required as of the first interim or annual
reporting period that begins after December 15, 2005 for public entities that
file as small business issuers. Management intends to comply with this statement
at the scheduled effective date commencing June 1, 2006.

The Company believes that the above standards would not have a material impact
on its financial position, results of operations or cash flows with the
exception of SFAS NO. 123(Revised). The Company is evaluating the financial
impact of SFAS 123(Revised) which will be implemented in the first quarter
commencing June 1, 2006.


                                       22

Critical Accounting Policies
- ----------------------------

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, requires us to make
estimates and assumptions that affect reported amounts of assets and liabilities
at the date of the financial statements, the reported amount of revenues and
expenses during the reporting period and related disclosure of contingent assets
and liabilities. On an ongoing basis, we evaluate our estimates and judgments,
particularly those related to the determination of the estimated Canadian
exploration tax credit receivable. To the extent actual results differ from
those estimates, our future results of operations may be affected. Besides this
critical accounting policy on use of estimates, we believe the following
critical accounting policy affects the preparation of our consolidated financial
statements.

Acquisition, Exploration and Evaluation Expenditures
- ----------------------------------------------------

The Company is an exploration stage mining company and has not yet realized any
revenue from its operations. It is primarily engaged in the acquisition,
exploration and development of mining properties. Mineral property acquisition
and 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. For the purpose of preparing financial information, all costs
associated with a property that has the potential to add to the Company's proven
and probable reserves are expensed until a final feasibility study demonstrating
the existence of proven and probable reserves is completed. No costs have been
capitalized in the periods covered by these financial statements. Once
capitalized, such costs will be amortized using the units-of-production method
over the estimated life of the probable reserve.



                                       23



Item 7. Financial Statements.


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



                               GEMCO MINERALS INC.
                (formerly Firstline Environmental Solutions Inc.)
                         (An Exploration Stage Company)

                   CONSOLIDATED INDEX TO FINANCIAL STATEMENTS


Auditors' Report

Consolidated Balance Sheet                                       Exhibit "A"

Consolidated Statement of Operations                             Exhibit "B"

Consolidated Statement of Cash Flows                             Exhibit "C"

Consolidated Statement of Changes in Stockholders' Deficiency    Exhibit "D"

Notes to Consolidated Financial Statements                       Exhibit "E"





                                       24





Cinnamon Jang Willoughby  & Company

Chartered Accountants
A Partnership of Incorporated Professionals


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders of Gemco Minerals Inc.
                (formerly Firstline Environmental Solutions Inc.)
                (An Exploration Stage Corporation):

     We have audited the consolidated balance sheet of Gemco Minerals Inc.
(formerly Firstline Environmental Solutions Inc.) as at May 31, 2006 and 2005
and the consolidated statements of stockholders' operations and changes in
stockholders' equity and cash flows for the years ended May 31, 2006 and 2005.
These consolidated financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

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

     These consolidated financial statements have been prepared assuming the
company will continue as a going concern. As discussed in Note B to the
consolidated financial statements, the company has incurred recurring net losses
and a net capital deficiency. These factors raise substantial doubt about the
company's ability to continue as a going concern. Management's plans to rectify
the capital deficiency and losses are outlined in Note B. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

     In our opinion, except as stated above, these consolidated financial
statements present fairly, in all material respects, the financial position of
the company as at May 31, 2006 and 2005 and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles in the United States.


                                      /s/ Cinnamon Jang Willoughby  & Company
                                      -------------------------------------------
                                       "Cinnamon Jang Willoughby  & Company"
                                              Chartered Accountants

Burnaby, Canada
September 6, 2006


MetroTower II - Suite 900 - 4720 Kingsway, Burnaby, BC Canada V5H 1N2.
Telephone: +1 604 435 4317. Fax: +1 604 435 4319.
HLB Cinnamon Jang Willoughby  & Company is a member of  International.
A world-wide organization of accounting firms and business advisors



                                       25





                                                                    "Exhibit "A"

                               GEMCO MINERALS INC.
                (formerly Firstline Environmental Solutions Inc.)
                         (An Exploration Stage Company)
                           CONSOLIDATED BALANCE SHEET
                          May 31, 2006 and May 31, 2005

                                                              May 31,        May 31,
                                                               2006           2005
                                                            -----------    -----------
                                                                            (restated -
                                                                            see Note M)
Assets
Current:
     Cash                                                   $    11,797    $        77
                                                            -----------    -----------

Long-term:
     Investments (Note D)                                        14,615         14,615
     Mineral Claims (Note E)                                     99,272         81,242
                                                            -----------    -----------
                                                                113,887         95,857

Equipment (Note F)                                               72,776        152,219
                                                            -----------    -----------

                                                            $   198,460    $   248,153
                                                            ===========    ===========
Liabilities
Current:
     Accounts payable                                       $   363,734    $   185,415
     Due to shareholders (Note G)                                80,461        343,934
     Short term notes (Note H)                                  403,444        354,042
                                                            -----------    -----------

                                                                847,639        883,391
                                                            -----------    -----------

Shareholders' Deficiency
Share Capital:
     Authorized -
        50,000,000 Common shares with par value of $0.001
     Issued and Outstanding -
        18,486,815 (May 31, 2005 - 14,859,344)
        Common shares (Note I)                                   18,487         14,860
     Additional paid in capital                               1,394,239        908,959
                                                            -----------    -----------
                                                              1,412,726        923,819

Deficit, accumulated during the development phase            (1,987,715)    (1,565,702)
Other accumulated comprehensive loss                            (74,190)         6,645
                                                            -----------    -----------

                                                               (649,179)      (635,238)
                                                            -----------    -----------

                                                            $   198,460    $   248,153
                                                            ===========    ===========


Going concern (Note B)

Approved by the Directors:

     Per:             "Evan A. Brett"
     --------------------------------------------

     Per:            "Dorlyn R. Evancic"
     --------------------------------------------

        The accompanying notes are an integral part of these statements

                                       26




                                                                    "Exhibit "B"

                               GEMCO MINERALS INC.
                (formerly Firstline Environmental Solutions Inc.)
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      Years Ended May 31, 2006 and 2005 and
      Period from August 21, 1997 (date of inception) through May 31, 2006


                                                                      Period from
                                                                    August 21, 1997
                                                                   date of inception)
                                        Year ended    Year ended       through
                                          May 31,       May 31,         May 31
                                           2006          2005           2006
                                        -----------   -----------   ---------------
                                                      (restated -     (restated -
                                                       see Note M)    see Note M)
                                        -----------   -----------   ---------------

Revenue                                 $        --            --   $       61,770
                                        -----------   -----------   --------------

Mineral exploration and development          20,803        99,704          203,280
                                        -----------   -----------   --------------

Operating Expenses
    Accounting and legal fees                81,128        13,767          132,528
    Advertising and promotion                 5,165           796           31,086
    Amortization                             15,050        38,041          223,066
    Auto expense                              6,751         2,342           21,137
    Bank charges and interest                61,053        68,402          446,973
    Consulting fees                          87,612       107,943          237,376
    Contract work                                --            --           22,329
    Foreign exchange                             --            --          125,495
    Insurance                                    --            --            5,073
    Management fees                          63,010        22,325          179,405
    Office and miscellaneous                  3,678           182          175,556
    Rent                                      3,366         1,665           18,141
    Repairs and maintenance                      --            --           11,852
    Telephone and utilities                   3,455           591           13,675
    Travel                                    6,548         1,036           24,693
                                        -----------   -----------   --------------

    Total operating expenses                336,817       257,090        1,668,386
                                        -----------   -----------   --------------

                                            357,620       356,794        1,809,896

(Gain) loss on disposal of investment            --        42,279           47,209
Writedown of assets                          64,393            --          128,925
Loss on Disposal of Shares                       --            --            1,685
                                        -----------   -----------   --------------

Net Loss                                $   422,013       399,073   $    1,987,715
                                        ===========   ===========   ==============

Net loss per weighted-average share -

    Basic and fully diluted             $      0.02          0.04   $         0.20
                                        ===========   ===========   ==============

Weighted-average number of shares        17,616,897    13,939,945       10,022,647
                                        ===========   ===========   ==============


        The accompanying notes are an integral part of these statements

                                       27


                                                                    "Exhibit "C"

                               GEMCO MINERALS INC.
                (formerly Firstline Environmental Solutions Inc.)
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      Years Ended May 31, 2006 and 2005 and
      Period from August 21, 1997 (date of inception) through May 31, 2006


                                                                                                        Period from
                                                                                                      August 21, 1997
                                                                                                    (date of inception)
                                                                  Year                Year                through
                                                             Ended May 31,        Ended May 31,           May 31,
                                                                  2006                2005                  2006
                                                            -----------------    ----------------   ---------------------
                                                                                   (restated -          (restated -
                                                                                   see Note M)          see Note M)
Operating Activities
    Net loss                                                $       (422,013)    $      (399,073)   $         (1,987,715)
    Adjustments for:
      Amortization                                                    15,050              38,041                 223,066
      Shares issued for services                                     148,000             100,000                 354,160
      Shares issued for settlement of debt                           340,907                   -               1,058,566
      Loss on disposal and write down of assets                       64,393              42,279                 176,134

    Changes in non-cash working capital
      Increase (decrease) in accounts payable                        178,320               8,999                 363,735
      Increase in short term notes                                    49,402              91,490                 403,444
      Increase (decrease) in amount due to shareholders             (263,474)            176,184                  80,460
                                                            -----------------    ----------------   ---------------------

Net cash used in operating activities                                110,585              57,920                 671,850
                                                            -----------------    ----------------   ---------------------

Investing Activities
    (Acquisition) disposal of mineral claims                         (18,030)            (23,895)                (99,272)
    Proceeds from redemption (acquisition) of investments                  -                   -                 (63,509)
    Proceeds from disposal (acquisition) of equipment                      -              (8,693)               (423,082)
                                                            -----------------    ----------------   ---------------------

Net cash used in investing activities                                (18,030)            (32,588)               (585,863)

Foreign exchange included in other comprehensive loss                (80,835)            (22,405)                (74,190)
                                                            -----------------    ----------------   ---------------------

Net Increase in Cash                                                  11,720               2,927                  11,797

Cash and equivalents, beginning                                           77              (2,850)                      -
                                                            -----------------    ----------------   ---------------------

Cash and cash equivalents, ending                           $         11,797     $            77    $             11,797
                                                            =================    ================   =====================

    Cash and cash equivalents consists of cash and
          short term borrowings (bank overdraft)

Supplemental disclosure of non-cash transactions:

    Shares issued for services                              $        148,000     $       100,000    $            354,160
    Shares issued for settlement of debt                    $        340,907     $       626,724    $          1,058,566

Additional information:

    Interest paid                                           $          8,600     $          7200    $            111,743
    Taxes paid                                              $            Nil     $           Nil    $                Nil





        The accompanying notes are an integral part of these statements


                                       28



                                                                    "Exhibit "D"

                               GEMCO MINERALS INC.
               (formerly Firstline Environmental Solutions Inc.)
    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY Period from
            August 21, 1997 (date of inception) through May 31, 2006

                                                                            Additional       Deficit
                                                                              paid-in      accumulated
                                                                            capital, and   during the         Other
                                                 Common Shares              Contributed    development    Comprehensive
                                                    Shares        Amount      surplus         phase        (Loss) Gain        Total
                                                 --------------  ---------  ------------  ------------    --------------  ------------
                                                                                           (restated -     (restated -     (restated -
                                                                                           see Note M)     see Note M)     see Note M)

Balance at August 21, 1997                                   -   $      -   $         -   $          -    $          -    $          -

Common shares issued for incorporation,
  organizational, and business plan
  development services                               5,000,000   $  5,000                                                        5,000

Net loss for the period                                                                         (5,000)              -          (5,000)

                                                 --------------------------------------------------------------------------------------
Balance at May 31, 1999 and 2000                     5,000,000      5,000             -         (5,000)              -               -

Surrender and cancellation of common shares         (3,315,000)    (3,315)                                                      (3,315)

Common shares issued to acquire EchoDrive project   16,000,000     16,000        59,000                                         75,000

Net income for the year                                                                          3,315               -           3,315

                                                 -------------------------------------------------------------------------------------
Balance at May 31, 2001                             17,685,000     17,685        59,000         (1,685)              -          75,000

Net loss for the year                                                                         (274,113)                       (274,113)

                                                 -------------------------------------------------------------------------------------
Balance at May 31, 2002                             17,685,000     17,685        59,000       (275,798)              -        (199,113)

Surrender and cancellation of common shares on
  cancellation of EchoDrive project                (16,000,000)   (16,000)      (59,000)                                       (75,000)

Common shares issued to acquire
  Firstline Recovery Systems Inc.                    5,025,000      5,025                                                        5,025

Common shares issued in settlement of debt             951,000        951        89,984                                         90,935

Common shares issued for services rendered           1,657,500      1,658        97,792                                         99,450

Translation adjustment                                                                                         (21,246)        (21,246)
Net loss for the year                                                                         (455,330)                       (455,330)

                                                 -------------------------------------------------------------------------------------
Balance at May 31, 2003                              9,318,500   $  9,319   $   187,776   $   (731,128) $      (21,246) $     (555,279)

Common shares issued in settlement of debt           3,540,844      3,541       623,183                                        626,724

Translation adjustment                                                                                          43,099          43,099
Net loss for the year                                                                         (435,501)                       (435,501)

                                                 -------------------------------------------------------------------------------------
Balance at May 31, 2004                             12,859,344     12,860       810,959     (1,166,629)         21,853        (320,957)

Common shares issued for services rendered           2,000,000      2,000        98,000                                        100,000

Translation adjustment                                                                                         (15,208)        (15,208)
Net loss for the year                                                                         (399,073)                       (399,073)

Balance at May 31, 2005                             14,859,344     14,860       908,959     (1,565,702)          6,645        (635,238)

Common shares issued in settlement of debt           2,147,471      2,147       338,760                                        340,907

Common shares issued for services rendered           1,480,000      1,480       146,520                                        148,000

Translation adjustment                                                                                         (80,835)        (80,835)
Net loss for period                                                                           (422,013)                       (422,013)

                                                 -------------------------------------------------------------------------------------
Balance at May 31, 2006                             18,486,815   $ 18,487   $ 1,394,239   $ (1,987,715)   $    (74,190) $     (649,179)
                                                 ======================================================================================





        The accompanying notes are an integral part of these statements


                                       29





                                                                     Exhibit "E"
                               Gemco Minerals Inc.
                (formerly Firstline Environmental Solutions Inc.)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2006


Note A - Organization and Description of Business

These consolidated financial statements include the accounts of Gemco Minerals
Inc. ("Company") which was incorporated on August 21, 1997 in accordance with
the laws of the State of Florida and its wholly owned subsidiary Firstline
Recovery Systems Inc. which was incorporated June 1, 1998 under the laws of
British Columbia.

The Company is a Development Stage Company, as defined by Statement of Financial
Accounting Standard ("SFAS") No.7, "Accounting and Reporting by Development
Stage Enterprises". The Company's principle business is the acquisition and
exploration of mineral resources. The Company has generated no significant
operating revenues and has incurred cumulative operating losses of approximately
$1,809,896 (May 31, 2005 - $1,452,276).

Note B - Going Concern

The Company is fully dependent upon either, the future sale of shares or
advances or loans from its current management and/or controlling shareholders or
corporate officers to provide sufficient working capital to preserve the
integrity of the corporate entity during the development phase.

There is no assurance that the Company will be able to obtain additional funding
through the sales of additional shares or, that such funding, if available, will
be obtained on terms favorable to or affordable by the Company. It is the intent
of management and controlling shareholders to provide sufficient working capital
necessary to support and preserve the integrity of the corporate entity.

Management has developed a business plan to address the Company's net capital
deficiency. This includes raising capital through its current Offering
Memorandum and optioning some of the company's mineral claims to other
exploration companies. The Company is a publicly trading company on the Nasdaq
OTCBB Exchange in the United States.

Note C - Summary of Significant Accounting Policies

1.   Basis of Presentation

     These consolidated financial statements and related notes are presented in
     accordance with accounting principles generally accepted in the United
     States, and are expressed in US dollars. The Company's fiscal year end is
     May 31.

2.   Use of Estimates

     The preparation of financial statements in conformity with United States
     generally accepted accounting principles requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities, disclosure of contingent assets and liabilities at the date of
     the financial statements, and the reported amounts of revenue and expenses
     during the reporting period. Actual results could differ from those
     estimates.

3.   Property, Plant and Equipment

     Property, plant and equipment, including capitalized interest, is stated at
     cost, net of accumulated depreciation. Depreciation is computed utilizing
     the declining method at rates based upon the estimated useful lives of the
     various classes of assets.


                                       30


                                                                     Exhibit "E"
                               Gemco Minerals Inc.
                (formerly Firstline Environmental Solutions Inc.)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2006


Note C - Summary of Significant Accounting Policies (Continued)

4.   Basic and Diluted Net Income (Loss) Per Share

     The Company computes net income (loss) per share in accordance with FSAS
     No. 128 "Earnings per Share". SFAS No. 128 requires presentation of both
     basic and diluted earnings per share ("EPS") on the face of the income
     statement. Basic EPS is computed by dividing net income (loss) available to
     common shareholders (numerator) by the weighted average number of shares
     outstanding (denominator) during the period. Diluted EPS gives effect to
     all dilutive potential common shares outstanding during the period using
     the treasury method and convertible preferred shares using the if-converted
     method. In computing diluted EPS, the average shares price for the period
     is used in determining the number of shares assumed to be purchased from
     the exercise of stock options or warrants. Diluted EPS excludes all
     dilutive potential shares if their effect is anti-dilutive.

5.   Comprehensive Income (Loss)

     SFAS No. 130 "Reporting Comprehensive Income," establishes standards for
     the reporting and display of comprehensive loss and its components in the
     financial statements. As at May 31, 2006, the company has only foreign
     exchange adjustments arising from consolidating its wholly owned Canadian
     subsidiary that represent a comprehensive loss in the financial statements.

6.   Cash and Cash Equivalents

     The Company considers all highly-liquid investments with maturities of
     three months or less, at the time of issuance, to be cash and cash
     equivalents.

7.   Organization Costs

     The Company has adopted the provisions of AICPA Statement of Position 98-5,
     "Reporting on the Costs of Start-Up Activities" whereby all organization
     and initial costs incurred with the incorporation and initial
     capitalization of the Company were charged to operations as incurred.

8.   Financial Instruments

i)   Fair Values
     The fair values of cash, subscriptions receivable, accounts payable, bank
     indebtedness and short-term notes approximate their carrying values due to
     the immediate or short-term maturity of these financial instruments. The
     amounts due to shareholders are non-interest bearing, accordingly, their
     fair value is indeterminable.

ii)  Currency Risk
     The Company is exposed to currency risk from transactions undertaken in
     Canadian dollars. At May 31, 2006, substantially all of the Company's
     liabilities are denominated in Canadian dollars

9.   Mineral Properties

     Costs of exploration, carrying and retaining unproven mineral properties
     are expensed as incurred. Costs of acquiring mineral properties are
     capitalized until such time that they are either sold, abandoned or written
     down.

10.  Advertising Expenses

     Advertising and marketing expenses are charged to operations as incurred.



                                       31


                                                                     Exhibit "E"
                               Gemco Minerals Inc.
                (formerly Firstline Environmental Solutions Inc.)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2006


Note C - Summary of Significant Accounting Policies (Continued)

11.  Income Taxes

     The asset and liability method is used when accounting for income taxes.
     The deferred tax asset and deferred tax liability accounts, as recorded
     when material, are entirely the result of temporary differences. Temporary
     differences represent differences in the recognition of assets and
     liabilities for tax and financial reporting purposes, comprising primarily
     of accumulated amortization and unutilized non-capital losses. The deferred
     tax asset is related solely to the Company's net operating loss carry
     forwards' and is fully reserved.

12.  Foreign Currency Translation

     The Company accounts for foreign currency transactions and translation of
     foreign currency financial statements under Statement of Financial
     Accounting Standards No. 52, "Foreign Currency Translation" ("SFAS 52").
     Transaction amounts denominated in foreign currencies are translated at
     exchange rates prevailing at transaction dates. Financial statements of the
     Company's Canadian subsidiaries (see Note A) are translated into U.S.
     dollars using the exchange rate at the balance sheet date for assets and
     liabilities. The Company's investments in the structural capital of the
     Canadian subsidiary have been recorded at the historical cost in U.S.
     dollars. The resulting gains or losses are reported as a separate component
     of stockholders' equity and comprehensive income. The functional currency
     of the Canadian subsidiaries is the local currency, the Canadian dollar.

13.  Recent Accounting Pronouncements

     a.   In December 2004, the Financial Accounting Standards Board (FASB)
          issued Statement of Financial Accounting Standards (SFAS) No. 153
          "Exchange of Non-monetary Assets - An Amendment of APB Opinion No.
          29". The guidance in that Opinion, however, included certain
          exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to
          eliminate the exception for non-monetary exchanges of similar
          productive assets and replaces it with a general exception for
          exchanges of non-monetary assets that do not have commercial
          substance. A non-monetary exchange has commercial substance if the
          future cash flows of the entity are expected to change significantly
          as a result of the exchange. The provisions of SFAS No. 153 are
          effective for non-monetary asset exchanges occurring in fiscal periods
          beginning after June 15, 2005. Early application is permitted and
          companies must apply the standard prospectively. The adoption of this
          standard is not expected to have a material effect on the company's
          results of operations or financial position.

     b.   In December 2004, the FASB issued SFAS No. 123R "Share Based Payment"
          ("SFAS123R") which is a revision of SFAS No. 123 "Accounting for Stock
          Based Compensation" and supersedes APB Opinion No. 25, "Accounting for
          Stock Issued to Employees" and its related implementation guidance.
          SFAS 123R establishes standards for the accounting for transactions in
          which an entity exchanges its equity instruments for goods or
          services. It also addresses transaction in which an entity incurs
          liabilities in exchange for goods or services that are based on the
          fair value of the entities equity instruments or that may be settled
          by the issuance of those equity instruments. SFAS 123R focuses
          primarily on accounting for transaction in which an entity obtains
          employee services in share based payment transactions with parties
          other than employees provided in SFAS 123 as originally issued and
          Emerging Issues Task Force Issue No. 96-18, "Accounting for Equity
          Instruments That Are Issued to Other Than Employees for Acquiring, or
          in Conjunction with Selling, Goods or Services". SFAS 123R requires a
          public entity to measure the cost of employee services received in
          exchange for an award of equity instruments based on the grant-date
          fair value of the award (with limited exceptions). That cost will be
          recognized over the period during which an employee is required to
          provide service in exchange for the award - the requisite


                                       32


                                                                     Exhibit "E"
                               Gemco Minerals Inc.
                (formerly Firstline Environmental Solutions Inc.)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2006


Note C - Summary of Significant Accounting Policies (Continued)

          service period (usually the vesting period). SFAS 123R requires that
          the compensation cost relating to share-based payment transactions be
          recognized in financial statements. That cost will be measured based
          on the fair value of the equity or liability instrument issued. Public
          entities other than those filing as small business issuers) will be
          required to apply SFAS 123R as of the first interim or annual
          reporting period that begins after June15, 2005. Public entities that
          file as small business issuers will be required to apply SFAS 123R in
          the first interim or annual reporting period that begins after
          December 15, 2005. The adoption of this standard is not expected to
          have material effect on the Company's results of operations or
          financial position.

     c.   In March 2005, the SEC staff issued Staff Accounting Bulletin No. 107
          ("SAB 107") to give guidance on the implementation of SFAS 123R. The
          Company will consider SAB 107 during implementation of SFAS 123R.


Note D - Investments

Investments consist of:

On March 26, 2002, the Company paid $14,615 (Cdn $20,000) to purchase an option
to acquire 49% of the outstanding shares of Slate Creek Mining Company Ltd. for
Cdn $1,000,000. The option expires March 26, 2007.


Note E- Mineral claims

On May 15, 2005, the Company's subsidiary Firstline Recovery Systems Inc.
assigned to the Company its interest in certain mineral claims in the province
of British Columbia more particularly known and described from the BC Mining
Title Office as Tenure numbers Mineral titles 506235, 506328,506333, 506335,
506336, 506337 for Burns Mountain, and Placer titles 374389, 514918 for Hawks
Placer claim and Joytown Placer Claim in exchange for $81,242 (Cdn $102,002).
These claims were originally acquired by the Company's subsidiary from various
arm's length individuals as follows:

     -    Burns Mountain claims acquired through several transactions between
          1998 and 2000 for $69,395.
     -    Joytown and Hawk claims, acquired November 26, 1999 for $11,847

The Company has obtained geological evidence indicating that there are probable
reserves located on the mineral claims and has capitalized the claims pending
further development.

On July 30, 2005, the Company sold an option to Georgia International Mining
Corporation ("Georgia") to purchase three mineral claims - Tenure Numbers
506335,506336 and506337 in exchange for $227,055 (Cdn $285,000) payable as
follows: $27,884 (Cdn $35,000) which was paid at July 30, 2005, $99,586 (Cdn
$125,000) payable on June 30, 2006 and $99,586 (Cdn $125,000) payable on June
30, 2007. On March 6, 2006, the Company entered into an Amendment to the Option
Agreement whereby the payment dates were extended by one year to June 30, 2007
and June 30, 2008 respectively. Additionally, Georgia will complete an
exploration program within one year of becoming a publicly trading company. Due
to the uncertainty of whether Georgia will be able to meet the terms of the
option agreement, the Company will recognize the disposal of these claims when
the conditions for certainty are met. Similarly, the Company will recognize
revenue from the sale when funds have been received. The Company recognized a
reduction of $1 on the mineral claims in August 2005 for the sale of this
option.


                                       33


                                                                     Exhibit "E"
                               Gemco Minerals Inc.
                (formerly Firstline Environmental Solutions Inc.)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2006


Note E - Mineral Claims (Continued)

On May 9, 2006, the Company acquired an additional mineral claims in the
province of British Columbia more particularly known and described from the BC
Mining Title Office as Tenure numbers Mineral titles 533317 and 533053 for Burns
Mountain adjacent to its existing tenures in exchange for 50,000 shares of the
Company (deemed value$14,500 at $0.29 per share) from S. Gaye Richards.

On May 24, 2006, the Company entered into a joint venture agreement with Canamex
Corporation, a Mexican Mining company duly incorporated in the country of Mexico
(Minera Canamex, S.A. de C.V.). In accordance with the agreement, the Company
advanced $3,500 to Canamex which was utilized to acquire mineral claim 026910 in
the Ensenada region of the province of Baja California.

US GAAP requires that mineral exploration expenditures be charged to the
Statement of Operations in the period incurred. Cumulative exploration costs on
these mineral claims are $203,280 (May 31, 2005 - $182,477).


Note F- Equipment
                                                          May 31   May 31
                                    Accumulated           2006     2005
                           Cost     Amortization           Net      Net
                           ----     ------------           ---      ---

Equipment               $295,842      $223,066           $72,776  $152,219

At May 31, 2004, the Company discussed with its insurance company the necessary
coverage the Company should have over its equipment. The insurance company's
representatives indicated that the fair value of the company's equipment was
significantly lower than its carrying value. Based upon this, an impairment
charge of $64,532 was recorded at May 31,2004.

For the May 31, 2006 year end, the Company undertook an appraisal of its
Centrifuge Processor Machine to determine the fair value of the equipment. The
appraisal indicated that the fair value of the machine was significantly lower
than its carrying value, and an impairment charge of $64,393 was recorded at May
31, 2006.


Note G - Due to Shareholders

The amounts due to shareholders are non-interest bearing, due on demand and
secured by promissory notes.


Note H - Short-Term Notes

Short-term notes bear interest at rates from 0% to 24% per annum and are
expected to be repaid or converted to common stock within one year.


Note I - Common Share Transactions

On October 31, 1999, the Company issued 5,000,000 shares to cover the costs of
the development of the Company's EchoDrive business plan. These costs were
determined to be worth $5,000.


                                       34



                                                                     Exhibit "E"
                               Gemco Minerals Inc.
                (formerly Firstline Environmental Solutions Inc.)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2006


Note I - Common Share Transactions (continued)

On June 25, 2000, the Company canceled an aggregate of 3,315,000 common shares
issued on October 31, 1999. The Company then issued 16,000,000 shares to acquire
100% of the outstanding share of EchoDrive Ltd. This transaction was valued at
$75,000 being the book value of EchoDrive. These actions caused the issued and
outstanding shares to increase from 5,000,000 to 17,685,000.

On July 18, 2002, the Company sold the EchoDrive subsidiary back to its original
shareholders in exchange for the 16,000,000 shares originally issued. The
16,000,000 share were then cancelled.

On November 18, 2002, the Company issued an aggregate of 7,633,500 common shares
as follows: 5,025,000 shares to acquire its wholly owned subsidiary Firstline
Recovery Systems Inc. valued at $5,025 being the book value of the subsidiary.
951,000 shares in settlement of the subsidiary's debt of $90,935 and 1,657,500
shares for services rendered for consulting services and exploration and
development services on the Company's mineral claims valued at $99,450. Values
were established through negotiations with the interested parties based upon an
estimate of the potential value of the company's assets.

On December 31, 2003, the Company issued an aggregate of 3,140,844 shares in
settlement of the subsidiary's debt in the amount of $563,877 as per Debt
Settlement Agreements with Firstline Recovery Systems Inc. Values were
determined through negotiation with the interested parties and were based in
part upon the underlying terms of the debt instruments surrendered and an
estimate of the potential value of the company's assets.

On May 17, 2004, an aggregate of 400,000 shares valued at $62,847 issued as per
Debt Extension Bonus and Management Bonus Agreement Values were determined based
upon the terms of the debt extensions negotiated and the values established for
issuing shares previously.

On November 15 and November 16, 2004, the Company issued an aggregate 1,500,000
shares and 500,000 shares, respectively, in accordance with its engagement
agreement with Graydon Elliott Capital Corporation dated June 4, 2004. These
shares were valued at $100,000 which was the expected value of the services
Graydon Elliott was to provide based upon their customary fees.

On June 14, 2005, the Company issued 2,147,471 shares in settlement of debt
valued at $340,907. Values were negotiated with the interested parties under the
same basis as previous share for debt exchanges.

On June 14, 2005, the Company issued 500,000 shares in exchange for consulting
services. The value of $50,000 was determined based upon the fees that would
customarily be charged for such services and the deemed stock price of $0.10 per
share.

On April 20, 2006 the Company issued 980,000 shares in exchange for consulting,
management, legal and accounting services. The value of $98,000 was determined
based upon the fees that would customarily be charged for such services and the
deemed stock price of $0.10 per share.

Note J - Warrants and Stock Options

At May 31, 2006, the Company had no warrants or options outstanding. Subsequent
to the year end, the Company issued a resolution on July 21, 2006 to structure a
stock option plan for an aggregate of 2,500,000 options and granted 1,800,000
options to certain of the Company's insiders upon inception of the plan. All
options will be exercisable for a three year term from the date of grant with
1,800,000 exercisable at a price of $0.15 per share and 700,000 exercisable at a
price of $0.25 per share.

                                       35



                                                                     Exhibit "E"
                               Gemco Minerals Inc.
                (formerly Firstline Environmental Solutions Inc.)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2006


Note K- Related Party Transactions

1.   Amounts due to shareholders are unsecured, non-interest bearing and due on
     demand.

2.   Loans payable bear interest at rates ranging between 0 to 24%. These loans
     are unsecured and due on demand.

3.   Transactions during the year:

                                                        May 31       May 31,
                                                         2006         2005
                                                         ----         ----

     Interest                                      $     58,977     $ 66,930
     Management and Corporate Services                  187,334      122,325

Those transactions are in the normal course of operations and are measured at
the exchange amount which is the amount of consideration established and agreed
to by the related parties.

4.   During the year ended May 31, 2004, the Company issued 1,228,318 common
     shares to officers or principal shareholders of the Company in settlement
     of debt in the amount of $160,032 and provision of services.

     During the year ended May 31, 2006, the Company issued 2,647,471 common
     shares in June 2005 of which, 2,147,471 were issued in settlement of debt
     in the amount of $340,907 and 500,000 were issued for the provision of
     services valued at $50,000. A further 1,480,000 common shares were issued
     in April 2006 for the provision of services valued at $148,000. All of the
     shares were issued to related parties to the Company.


Note L - Income Taxes

As of May 31, 2006, the Company has a net operating loss carry-forward of
approximately $1,810,000 to offset future taxable income. Subject to current
regulations, these loss carry-forwards will expire between 2007 to 2018. The
amount and availability of the net operating loss carry-forward may be subject
to limitations set forth by the Internal Revenue Service and Canada Revenue
Agency. Factors include various circumstances such as whether there is a deemed
more than 50 percent change in control.

The Company has determined that it is more likely than not, that the tax benefit
of approximately $652,000 from these losses carried will not be realized. As a
result the company has taken a 100% valuation reserve against recording the
deferred tax asset arising from these loss carryforwards

The Company is in the process of selling Flow-Through shares, whereby the
company renounces its exploration expenses to its investors. The renunciation of
the exploration expenses provides a tax benefit to the Company's investors. At
issuance, the Flow-Through shares will be valued at fair value. The excess of
proceeds received over fair value will be recorded as a tax benefit liability.
When the exploration expenses are renounced, the tax benefit liability will be
allocated between deferred income taxes and deferred income tax liability at the
prevailing corporate tax rate.



                                       36




                                                                     Exhibit "E"
                               Gemco Minerals Inc.
                (formerly Firstline Environmental Solutions Inc.)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2006


Note M - Restatement of financial statements

In November 2004 the company issued 2,000,000 common shares for management
services. In January 2005 the company terminated the agreement because of
perceived non-performance by the other party. These shares were then recorded as
a subscription receivable as the Company intended for the other party to pay for
the shares at the determined value of $100,000. In August 2005 the company
readdressed the original issuance of these shares and determined that the other
party had rendered sufficient services in consideration for these shares and
directed the amount recorded as a subscription receivable be charged to
consulting fees.

In August 2005 the Company also realized that it had made an error in the
application of the translation methods to the subsidiaries foreign financial
statements. Originally, during the years ended May 31, 2005 and May 31, 2004 the
Company translated the foreign subsidiaries financial statements assuming that
the functional currency of the subsidiary was the United States dollar. The
Company changed its method of translation so that the functional currency of the
foreign subsidiary was the Canadian dollar, effective as of June 1, 2005, which
it should be. However, the functional currency of the foreign subsidiary should
have been the Canadian dollar since fiscal 2002. Accordingly, the amounts
previously recorded on the May 31, 2004 and 2005 financial statements as a
foreign currency item on the income statement has now been changed to be a
separate component of shareholders' deficiency and also a component of other
comprehensive income. The consolidated balance sheets, consolidated statements
of operations, changes in shareholders' equity and cash flows have been restated
to effect these changes.

The following presents the effect on the Company's previously issued financial
statements for the year ended May 31, 2005:

Balance sheet as at May 31, 2005 -

                                        Previously      Increase
                                         Reported      (Decrease)      Restated
                                         --------      ----------      --------
      Subscription receivable           $  100,000    $ (100,000)    $        0
      Accounts payable                     183,733         1,684        185,415
      Deficit                           (1,457,373)     (108,329)    (1,565,702)
      Accumulated comprehensive loss             0         6,645          6,645

Statement of operations for the year ended May 31, 2005 -

                                        Previously      Increase
                                         Reported      (Decrease)      Restated
                                         --------      ----------      --------
      Foreign exchange                  $   15,208    $  (15,208)     $       0
      Consulting fees                        7,943       100,000        107,943
      Total operating expenses             172,298        84,792        257,090
      Net Loss                            (314,281)      (84,792)      (399,073)
      Net loss per share                    (0.023)       (0.007)         (0.03)



                                       37






                                                                     Exhibit "E"
                               Gemco Minerals Inc.
                (formerly Firstline Environmental Solutions Inc.)
                         (An Exploration Stage Company)
                   Notes to Consolidated Financial Statements
                                  May 31, 2006


Note M - Restatement of financial statements (continued)

Statement of cash flows for the year ended May 31, 2005 -

                                                Previously     Increase
                                                 Reported     (Decrease)     Restated
                                                 --------     ----------     --------
      Net loss                                  ($ 314,281)   ($ 84,792)    ($ 399,073)
      Increase in subscription receivable          100,000     (100,000)             0
      Net cash used in operating activities        (64,618)     122,538         57,920
      Foreign exchange                              15,208      (37,613)       (22,405)


Statement of changes in shareholders' deficiency for the year ended May 31,
2005 -

                                                Previously     Increase
                                                 Reported     (Decrease)     Restated
                                                 --------     ----------     --------
      Net loss for the year                      ($314,281)     (84,792)    ($399,073)
      Translation adjustment                             0      (15,208)      (15,208)
      Deficit as at May 31, 2005                (1,457,374)    (108,328)   (1,565,702)
      Other comprehensive loss                           0        6,645         6,645
      Total - May 31, 2005                        (533,556)    (101,682)     (635,238)





                                       38








Item 8. Changes In  & Disagreements With Accountants on Accounting  & Financial
Disclosure

There have been no changes in or disagreements with our accountants on issues of
accounting or financial disclosure.


Item 8A. Controls and Procedures

(a) Disclosure Controls and Procedures. The Company's management, with the
participation of the principal executive officer and principal financial
officer, respectively, has evaluated the effectiveness of the Company's
disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) as of the end of the period covered by this report. Based on
such evaluation, the principal executive officer and principal financial officer
of the Company, respectively, have concluded that, as of the end of such period,
the Company's disclosure controls and procedures are effective.

(b) Internal Control Over Financial Reporting. There have not been any changes
in the Company's internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year
ended May 31, 2006 that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.

Limitations on the Effectiveness of Controls

We believe that a control system, no matter how well designed and operated,
cannot provide absolute assurance that the objectives of the control system are
met, and no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected.

Audit Committee

The Audit Committee is composed of two directors - Evan Brett and Dorlyn
Evancic. The Audit Committee has reviewed the financial statements included with
this report of the Company on Form 10-KSB for the year ended May 31, 2006.

Item 8B. Other Information


None.


                                       39





                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons


All directors of our company hold office until the next annual general meeting
of the shareholders or until their successors are elected and qualified. The
officers of our company are appointed by our board of directors and hold office
until their earlier death, retirement, resignation or removal.


Our directors, executive officers and other significant employees, their ages,
positions held and duration each person has held that position, are as follows:

            Name             Position Held with the    Age    Date First Elected / Appointed
                                   Corporation

Thomas Charles Hatton      President and Director      63    January 10, 2005
- -------------------------------------------------------------------------------
Evan Allan Brett           Secretary, and Director     65    February 10, 2005
- -------------------------------------------------------------------------------
Dorlyn Robert Evancic      Treasurer and Director      42    March 1, 2005

Business Experience
- -------------------

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

Gemco has three directors and officers as listed below. All of the directors
spend as much time as necessary to manage the business as required, and
currently utilize an average range of a third to three quarters of their time as
a whole, to manage the business on a day to day basis.

Tom Hatton, President: Mr. Hatton has extensive and significant experience in
all facets of the minerals and mining industry. Over the past twenty five years
Tom's experience has been and continues to be on the training and technical side
of the mineral and placer mining operations, from the field start-up stage to
completion and the managing of production. Mr. Hatton ran his own placer mining
operation for ten years prior to joining Gemco. Over the ten years, with only
five months production time per season, Tom extracted over 4,500 ounces of gold
from his placer mining operations. Tom's operation was based within ten miles of
Gemco's present mineral claims at Burns Mountain. Further, both Tom and the
Company's geologist have lived in the same region for over 20 years and continue
to live there. They have explored many of the mineral grounds within the area
and have become invaluable to the Gemco team and are highly respected in the
local mining community. His knowledge and expertise in the mining industry will
be instrumental to the company. Mr. Hatton has been a project manager with
Firstline Recovery Systems Inc. in charge of acquisitions and operations, since
1998 and has been in directorship with the Company since 2004.

Evan Brett: Evan has been in commercial real estate for the past 33 years
selling and leasing commercial and investment properties and businesses. During
that time he has also been active in numerous other businesses and organizations
such as 9 years as a director of the Fraser Valley Real Estate Board chairing
various committees, 5 years as a director of Homewood Mortgage Investment Corp.
and more recently 3 years as a director of VWR Mortgage Investment Corp. Aside
from his involvement in both Gemco companies, he has become an owner and
director of two newly formed companies, EKG Minerals Inc. and GM International
Investments Inc. He is a contributing author and editor of a soon to be
published manual entitled a Guidebook to Commercial Real Estate. He is a
graduate of both U.B.C. and Simon Fraser Universities in B.C. and is the father
of 5 grown children. He comes from a background of varied work experience,
teacher, skipper, office manager, sales manager, taxi driver, commercial
fisherman. He has received additional training in contractual law, public
speaking, conflict resolution, writing, media management and public relations.
Mr. Brett has been a commercial realtor for the past 25 years, and he is
currently with Royal LePage -- Wolstencroft Realty in Langley, BC.


                                       40

Dorlyn Evancic: Mr. Evancic has over 20 years of experience in business finance,
management and operations in various corporations and industries. He has held
executive positions in financial management and as a consultant with many
private and public organizations. In these capacities he has coordinated a wide
range of corporate activities including, business planning and development,
financial analysis, treasury management, due diligence, systems design and
implementation. His diverse background and business acumen will enhance our
corporate management. Mr. Evancic has held his CGA designation since 1989 and is
the President of Pro-Act Management Inc. which has been providing business
management and consulting services to an array of company's and industries since
1997. Mr. Evancic serves as the Chief financial Officer for Gemco through the
Company's consulting agreement with Pro-Act Management Inc.

Our directors, executive officers and control persons have not been involved in
any of the following events during the past five years:

1.   any bankruptcy petition filed by or against any business of which such
     person was a general partner or executive officer either at the time of the
     bankruptcy or within two years prior to that time;

2.   any conviction in a criminal proceeding or being subject to a pending
     criminal proceeding (excluding traffic violations and other minor
     offences);

3.   being subject to any order, judgment, or decree, not subsequently reversed,
     suspended or vacated, of any court of competent jurisdiction, permanently
     or temporarily enjoining, barring, suspending or otherwise limiting his
     involvement in any type of business, securities or banking activities; or

4.   being found by a court of competent jurisdiction (in a civil action), the
     Commission or the Commodity Futures Trading Commission to have violated a
     federal or state securities or commodities law, and the judgment has not
     been reversed, suspended, or vacated.


Item 9A. Compliance With Section 16(a) of the Exchange Act

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

To the best of our knowledge, all executive officers, directors and greater than
10% shareholders filed the required reports in August 2006.



                                       41





Item 10. Executive Compensation.


COMPENSATION OF EXECUTIVE OFFICERS


The following table sets forth certain compensation information for the
Company's officers for the fiscal years ended May 31, 2006, 2005, and 2004. No
executive officer of the Company earned total annual salary and bonus exceeding
$100,000 during the fiscal year ended May 31, 2006.

                           SUMMARY COMPENSATION TABLE

                                                                                  LONG TERM COMPENSATION
                                                    ANNUAL             --------------------------------------------
                                                 COMPENSATION                 AWARDS           PAYOUTS
                                           -------------------------   --------------------- -----------
                                                              Other
                                                              Annual   Restricted  Options/               All Other
                                                             Compen-      Stock     SARs *     LTIP        Compen-
Name            Title              Year    Salary   Bonus     sation     Awarded      (#)    payouts ($)   sation
- ----------      -----------        ----    ------   -----    -------   ----------  --------  -----------  --------

Thomas C.       Director,          2006      $0       0         0        100,000    200,000       0           0
Hatton          President,
                and                2005      $0       0         0           0          0          0           0
                Chief
                Executive          2004      $0       0         0           0          0          0           0
                Officer
- --------------------------------------------------------------------------------------------------------------------
Evan A. Brett   Director,          2006      $0       0         0        110,000    100,000       0           0
                and
                Corporate          2005      $0       0         0           0          0          0           0
                Secretary
                                   2004      $0       0         0           0          0          0           0
- --------------------------------------------------------------------------------------------------------------------
Dorlyn R.       Director,          2006   $34,089     0         0        400,000    750,000       0           0
Evancic  (1)    Treasurer,
                and                2005    $7,170     0         0        500,000       0          0           0
                Chief
                Financial          2004      $0       0         0           0          0          0           0
                Officer
- --------------------------------------------------------------------------------------------------------------------

(1)  Mr. Evancic is employed and compensated by Pro-Act Management Inc., which
     provides business management and consulting services to us. Mr. Evancic
     does not bill us for his time spent on the Company and is compensated
     directly or indirectly by us, through Pro-Act Management Inc. See the
     section of this filing entitled Certain Relationships and Related
     Transactions



                                       42




STOCK OPTION GRANTS


We did not grant any stock options to our executive officers during our fiscal
year ended May 31, 2006, as illustrated in the following table:

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (INDIVIDUAL GRANTS)


                                    Number of
                                   Securities
                                    Underlying       % of Total
                                     Options      Options Granted   Exercise Price      Expiration
Name                                 Granted        to Employees      (per Share)          Date
- ----------------------------------------------------------------------------------------------------
Thomas C. Hatton,                      Nil         Not Applicable   Not Applicable    Not Applicable
Director, President  & CEO

Evan A. Brett,                         Nil         Not Applicable   Not Applicable    Not Applicable
Director, Corporate Secretary

Dorlyn R. Evancic,                     Nil         Not Applicable   Not Applicable    Not Applicable
Director, Chief Financial Officer
- ----------------------------------------------------------------------------------------------------



Subsequent to the end of our fiscal year, we granted options to purchase an
aggregate of 2,500,000 shares to certain of our insiders on July 21, 2006 as
follows. All options are fully vested and are exercisable for a three year term
from the date of grant with 1,800,000 exercisable at a price of $0.15 per share
and 700,000 exercisable at a price of $0.25 per share:

                         NAME                                NUMBER OF OPTIONS
            Thomas Hatton, Director and CEO                        200,000
            Evan Brett, Director and Secretary                     100,000
            Dorlyn Evancic, Director and CFO                       750,000
            Great West Management Corp.                            750,000




                                       43



EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES


The following is a summary of the share purchase options exercised by our
executive officers for our fiscal year ended May 31, 2006:

                 AGGREGATED OPTION/SAR EXERCISES DURING THE LAST
           FINANCIAL YEAR END AND FINANCIAL YEAR-END OPTION/SAR VALUES

                                                                                        Value of
                                                                                       Unexercised
                                                                                      In-The-Money
                                                                     Unexercised     Options/SARs at
                                      Common                          Options at        Financial
                                      Shares                          Financial         Year-End
                                     Acquired                        Year-End (#)    ($) exercisable
                                        on             Value        exercisable /           /
Name                                 Exercise       Realized ($)    unexercisable     unexercisable
- -----                                --------       ------------    -------------     -------------

Thomas C. Hatton,                      NIL              NIL            NIL/NIL         $NIL/ $NIL
Director, President  & CEO

Evan A. Brett,                         NIL              NIL            NIL/NIL         $NIL/ $NIL
Director, Corporate Secretary

Dorlyn R. Evancic,                     NIL              NIL            NIL/NIL         $NIL/ $NIL
Director, Chief Financial Officer
- ----------------------------------------------------------------------------------------------------

LONG-TERM INCENTIVE PLANS

We do not have any long-term incentive plans, pension plans, or similar
compensatory plans for our directors or executive officers.


COMPENSATION OF DIRECTORS

Our directors are not paid any compensation for acting as our directors.
However, the directors are entitled to participate in the Corporation's stock
option plan. During the year ended May 31, 2006 there no stock options granted.

Other Arrangements

None of the directors of the Company were compensated in their capacity as a
director by the Company and its subsidiary during the fiscal year ended May 31,
2006 pursuant to any other arrangement.

Indebtedness of Directors and Executive Officers

None of the directors or executive officers of the Company was indebted to the
Company or its subsidiary during the fiscal year ended May 31, 2006, including
under any securities purchase or other program.



                                       44




Item 11 Security Ownership and Certain Beneficial Owners and Management and
Related Stockholder Matters


The following table sets forth, as of August 15, 2006, certain information with
respect to the beneficial ownership of our common shares by each shareholder
known to us to be the beneficial owner of 5% of our common shares, and by each
of our officers and directors. Each person has sole voting and investment power
with respect to the common shares, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the common shares, except as
otherwise indicated.


Name and Address of                     Amount and Nature of    Percentage
Beneficial Owner                        Beneficial Ownership    of Class(1)
- ---------------------------------------------------------------------------

Thomas Hatton (2)                          860,400              4.65%
4221 Jones Avenue
Wells, BC, Canada V0K 2R0
- ---------------------------------------------------------------------------
Evan Brett (3)                             578,638              3.13%
19651 - 48th Ave
Langley, BC, Canada, V3A 3K7
- ---------------------------------------------------------------------------
Dorlyn Evancic (4)                         1,780,000            9.63%
1228 Gateway Place
Port Coquitlam, BC, Canada, V3C 5X4
- ---------------------------------------------------------------------------
Fu Kwai Enterprises Ltd.                   2,524,833            13.66%
Suite 107 - 20644 Eastleigh Cres.
Langley, BC, Canada, V3A 4C4
- ---------------------------------------------------------------------------
Great West Management Corp. (5)            3,495,818            18.91%
22896 88th Ave,
Fort Langley, BC, Canada, V1M 2S5
- ---------------------------------------------------------------------------
Directors and Officers (6)                 3,219,038            17.41%
(as a group)

(1)  Under Rule 13d-3, a beneficial owner of a security includes any person who,
     directly or indirectly, through any contract, arrangement, understanding,
     relationship, or otherwise has or shares: (i) voting power, which includes
     the power to vote, or to direct the voting of shares; and (ii) investment
     power, which includes the power to dispose or direct the disposition of
     shares. Certain shares may be deemed to be beneficially owned by more than
     one person (if, for example, persons share the power to vote or the power
     to dispose of the shares). In addition, shares are deemed to be
     beneficially owned by a person if the person has the right to acquire the
     shares (for example, upon exercise of an option) within 60 days of the date
     as of which the information is provided. In computing the percentage
     ownership of any person, the amount of shares outstanding is deemed to
     include the amount of shares beneficially owned by such person (and only
     such person) by reason of these acquisition rights. As a result, the
     percentage of outstanding shares of any person as shown in this table does
     not necessarily reflect the person's actual ownership or voting power with
     respect to the number of shares of common stock actually outstanding on
     August 15, 2006. As of May 31, 2006, there were 18,486,815 shares issued
     and outstanding.

(2)  Consists of 660,400 shares held by Thomas Hatton, and 200,000 shares that
     can be acquired by Mr. Hatton upon exercise of options to purchase shares
     held by Mr. Hatton within 60 days of the date hereof.

(3)  Consists of 478,638 shares held by Evan Brett and 100,000 shares that can
     be acquired by Mr. Brett upon exercise of options to purchase shares held
     by Mr. Brett within 60 days of the date hereof.

(4)  Consists of 630,000 shares held by Dorlyn Evancic and 400,000 shares held
     by Pro-Act Management Inc. (a company owned by Mr. Evancic) and 750,000
     shares that can be acquired by Mr. Evancic upon exercise of options to
     purchase shares held by Mr. Evancic within 60 days of the date hereof.


                                       45

(5)  Consists of 2,745,818 shares held by Great West Management Corp. and
     750,000 shares that can be acquired by Great West upon exercise of options
     to purchase shares held by Great West within 60 days of the date hereof.

(6)  Consists of 2,169,038 shares held by our directors and executive officers
     and 1,050,000 shares that can be acquired by our directors and executive
     officers upon exercise of options to purchase shares held by our directors
     and executive officers within 60 days of the date hereof.


CHANGE IN CONTROL

We are not aware of any arrangement that might result in a change in control in
the future.




ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


Other than as described under the heading "Executive Compensation", or as set
forth below, there are no material transactions with any of our directors,
officers or control person that have occurred during the last fiscal year.


There have been the following related party transactions during the past two
years:

Date              Related Person/Relationship     Description of Transaction
- ----              ---------------------------     ---------------------------------------------------------------
May 2004          Great Western Mgmt Corp.        707,818 shares issued for debt conversion of $127,407
                  Principal Shareholder

May 2004          Evan Brett/Director &       65,000 shares issued for debt conversion of $16,250
                  Secretary                       40,000 shares issued for a one year loan extension fee on his
                                                  $10,000 short-term loan

May 2004          Fu Kwai Ent. Ltd.               350,000 shares issued for a one year loan extension fee on its
                  Principal Shareholder           $200,000 short-term loan

May 2004          Tom Hatton/Director &       65,500 shares issued for debt conversion of $16,375
                  President

June 2005         Fu Kwai Ent. Ltd.               1,155,833 shares issued for debt conversion of $127,144
                  Principal Shareholder

June 2005         Evan Brett/Director &       33,416 shares issued for debt conversion of $6,014
                  Secretary                       222,222 shares issued for debt conversion of $50,000

June 2005         Delaine J. Mollica              325,000 shares issued for debt conversion of $65,000
                  of Great West Mgmt Corp.,
                  principal shareholder

June 2005         Dorlyn Evancic/Director &   500,000 issued for business management and consulting services
                  Chief Financial Officer*        pursuant to the consulting agreement with Pro-Act Management Inc.



                                       46

June 2005         Global Energy Resources Ltd.    411,000 shares issued for debt conversion of $102,750.

April 2006        Tom Hatton/Director  &      100,000 shares issued for management services at a deemed value
                  President                       of $10,000.

April 2006        Evan Brett/Director  &      110,000 shares issued for management services at a deemed value
                  Secretary                       of $11,000

                  Delaine J. Mollica,
April 2006        of Great West Mgmt Corp.,       120,000 shares issued for management services at a deemed value
                  principal shareholder           of $12,000

April 2006        Pro-Act Management Inc.*        400,000 shares issued for business management and consulting
                                                  services at a deemed value of $40,000

April 2006        Evan Brett/Director  &      Subscribed for 40,000 shares under the flow-through offering for
                  Secretary                       $10,000

July 2005 to      Evan Brett/Director  &      Shareholders loans to the Company in the net sum of $22,935
April 2006        Secretary

May 2006 to June  Great West Management Corp.,    Shareholders loan to the Company in the amount of $10,500
2006              Principal Shareholder

August 2006       Pro-Act Management Inc.*        Shareholders loan to the Company in the amount of $5,000


*    Mr. Evancic serves as Chief Financial Officer through a consulting
     agreement with Pro-Act Management, see Exhibit 10.2

STOCK OPTIONS


Grants of Stock Options


Subsequent to the end of our fiscal year, we granted options to purchase an
aggregate of 2,500,000 shares to certain of our insiders on July 21, 2006 as
follows. All options are fully vested and are exercisable for a three year term
from the date of grant with 1,800,000 exercisable at a price of $0.15 per share
and 700,000 exercisable at a price of $0.25 per share:

               NAME                                          NUMBER OF OPTIONS

Thomas Hatton, Director and CEO                                    200,000
Evan Brett, Director and Secretary                                 100,000
Dorlyn Evancic, Director and CFO                                   750,000
Great West Management Corp.                                        750,000



                                       47




Item 13. Exhibits and Reports on Form 8-K.


The following reports on Form 8-K were filed during the year ended May 31, 2006:


8K filed on April 17, 2006 regarding corporate name change.


The following are exhibits to this Annual Report

Exhibit No.       Identification of Exhibit
- -----------       -------------------------
2.1               Articles of Incorporation *
2.2               Articles of Amendment dated March 1, 2000 *
2.3               Articles of Amendment dated October 19, 2001 *
2.4               Articles of Amendment dated April 17, 2006***
3.1               Form of Specimen of Common Stock *
3.2               Form of 2003 Debt Settlement Agreement *
3.3               Form of 2005 Common Stock Purchase Warrant *
10.1              Intellectual Property Assignment Agreement dated June 4, 1998 *
10.2              Pro Act Management Consulting Contract *
10.3              Georgia International Mining Option Agreement dated July 30, 2005 *
10.4              Golden Spike Agreement dated March 26, 2002 **
14.0              Code Of Business Conduct  & Ethics and Compliance Program
31.1              Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
                  to Section 302 of the Sarbanes-Oxley Act of 2003.
31.2              Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
                  to Section 302 of the Sarbanes-Oxley Act of 2003.
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 2003.
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 2003.


*    Incorporated by reference from Form 10-SB Registration Statement on
     September 13, 2005
**   Incorporated by reference from Form 10-SB/A Registration Statement on
     November 2, 2005
***  Incorporated by reference from Form 8K Registration Statement on April 17,
     2006


Item 14. Principal Accounting Fees and Services

Audit Fees: The aggregate fees billed for the fiscal year ended May 31, 2006 for
professional services rendered by the principal accountant for the audit of our
annual financial statements and the review of financial statements included in
our filed Form 10KSB was approximately $15,000 as compared to $12,000 for the
similar period of the preceding fiscal year and for the period from inception of
August 21, 1997.

Audit-Related Fees are fees charged by our independent auditor for assurance and
related services that are reasonably related to the performance of the audit or
review of our financial statements and are not reported under "Audit Fees"
above. This category comprises fees billed for independent accountant review of
our interim financial statements and management discussion and analysis, as well
as advisory services associated with our financial reporting. Such fees were
approximately $5000 versus $0 for the similar period last year and for the
period from inception of August 21, 1997, to May 31, 2005 the amount was $0.


                                       48

Tax Fees: The aggregate fees billed for the fiscal year ended May 31, 2006 for
professional services rendered by the principal accountant for tax compliance
and tax planning was approximately $1,750 and for the period from inception of
August 21, 1997, to May 31, 2005 the amount was $0.


All Other Fees: The aggregate fees billed for the fiscal year ended May 31, 2006
for products and services provided by the principal accountant other than the
services reported above was approximately $0 and for the period from inception
of August 21, 1997, to May 31, 2005 the amount was $0











                                       49










                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


                              GEMCO MINERALS, INC.
                                  (Registrant)

                                   By:  /s/ Thomas C. Hatton
                                        --------------------
                                   Thomas C. Hatton, President and Director
                                        Chief Executive Officer
                                   Date: September 13, 2006

                                   By:  /s/ Dorlyn R. Evancic
                                        ---------------------
                                   Dorlyn R. Evancic, Treasurer and Director
                                         Chief Financial Officer
                                   Date:  September 13, 2006







Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

                                   By:   /s/ Thomas C. Hatton
                                        ---------------------
                                   Thomas C. Hatton, President and Director
                                         Chief Executive Officer
                                   Date:  September 13, 2006

                                   By:   /s/ Dorlyn R. Evancic
                                        ----------------------
                                   Dorlyn R. Evancic, Treasurer and Director
                                         Chief Financial Officer
                                   Date:  September 13, 2006

                                   By:   /s/ Evan A. Brett
                                        ------------------
                                   Evan A. Brett, Secretary and Director
                                   Date:  September 13, 2006

EX-14.0

                                                                      Exhibit 14

                              GEMCO MINERALS, INC.
                                 CODE OF ETHICS

              Principles Governing Professional and Ethical Conduct

It is the policy of GEMCO MINERALS, Inc. (the "Company") that the Company's
Board of Directors, Chief Executive Officer, Chief Financial Officer, principal
accounting officer and controller (or persons performing similar functions) and
all employees adhere to, advocate and promote the following principles:

o    Loyalty to the interests of our shareholders, customers, suppliers, fellow
     employees, strategic partners and other business associates;
o    Honest and ethical conduct in any action, practice or course of conduct
     within the Company or with its business partners;
o    Honest and ethical conduct, including the ethical handling of actual or
     apparent conflicts of interest between personal and professional
     relationships;
o    Full, fair, accurate, timely and understandable disclosure in reports and
     documents that the Company files with, or submits to, the Securities and
     Exchange Commission (the "SEC") and other public communications made by the
     Company; and
o    Compliance with laws, rules and regulations applicable to the Company.

Conflicts of interest

     o    Insiders (directors, officers and employees of the Company) shall
          maintain a high degree of integrity in the conduct of the Company's
          business and maintain independent judgment. Each insider must avoid
          any activity or personal interest that creates, or reasonably appears
          to create, a conflict between his/her interests and the interests of
          the Company. A conflict of interest arises any time such a person has
          a duty or interest that may conflict with the proper and impartial
          fulfillment of such person's duties, responsibilities or obligations
          to the Company, such as:

          o    Making an investment that may affect his/her business decisions;
          o    Owning a meaningful financial interest in, or being employed by,
               an organization that competes with or whose interests could
               reasonably be expected to conflict with those of the Company;
          o    Owning a meaningful interest in, or being employed by, an
               organization that does, or seeks to do, business with the Company
          o    Making a decision on a matter where such person's self-interests
               may reasonably call into question the appropriateness of the
               decision;
          o    Being employed by or accepting compensation from any other person
               as a result of business activity or prospective business activity
               affecting the Company;

     o    No insider shall direct, or seek to direct, any Company business to
          any business enterprise in which the insider or his or her family
          member has a meaningful ownership position or serves in a leadership
          capacity
     o    No insider shall seek or accept for his or her self or for any family
          member any favors, preferential treatment, special benefits, gifts,
          loans or other consideration as a result of such insider's association
          with a business associate or with the company, except those customary
          and usual benefits directly provided by a business associate of the
          company. The foregoing, however, does not prohibit receipt of gifts
          from business associates that are of nominal value consistent with
          accepted business practices.





Corporate Opportunities and Transactions with Business Associates

     Insiders and their family members must not profit, directly or indirectly,
     due to their position in the Company to the detriment, or at the expense,
     of the Company or any of its business associates. No insider shall take for
     his or her own advantage any business opportunity for profit, which he or
     she learns about as a result of his or her position with the Company.

Confidentiality

     o    No insider or family member shall discuss with, or inform others
          about, any actual or contemplated business transaction by the Company
          or any business associate except as required in the performance of the
          Insider's employment duties and then only for the benefit of the
          Company of the Business Associate, as appropriate, and in no event for
          personal gain or for the benefit of any other third party.
     o    No insider or family member shall give any information to any third
          party about any pending or proposed business transaction of the
          Company or its business Associates unless expressly authorized to do
          so by the Company's Chief Executive Officer.
     o    No insider or family member other than the Company's Chief Executive
          Officer, Chief Financial Officer or Chairman of the Board may discuss
          the Company or its business associates with any member of the press or
          media except with the prior authorization of the compliance officer.

Document Retention

     The company will comply fully with all laws and regulations relating to the
retention and preservation of records. All insiders shall comply fully with the
Company's policies regarding the retention and preservation of records. Under no
circumstances may Company records be destroyed selectively or maintained outside
Company premises or designated storage facilities.

     If the existence of a subpoena or impending government investigation
becomes known to an insider, he or she must immediately contact the chief
executive officer and the chair of the audit committee. Insiders must retain all
records and documents that may be responsive to a subpoena or pertain to an
investigation.

Reporting and Treatment of Violations

     Persons who become aware of suspected violations of this Code should report
such suspected violations promptly to the Chairman of the Company's Board of
Directors. To assist in the response to or investigation of the alleged
violation, the report should contain as much specific information as possible to
allow for proper assessment of the nature, extent and urgency of the alleged
violation. Without limiting the foregoing, the report should, to the extent
possible, contain the following information:

     o    the alleged event, matter or issue that is the subject of the alleged
          violation;
     o    the name of each person involved;


                                       2

     o    if the alleged violation involves a specific event or events, the
          approximate date and location of each event; and
     o    any additional information, documentation or other evidence available
          relating to the alleged violation.

The Board of Directors shall have the power to monitor, investigate, make
determinations and recommend action to the Board of Directors with respect to
violations of this Code. In determining whether a violation of this Code has
occurred, the Board of Directors may take into account:

     o    the nature and severity of the violation;
     o    whether the violation was a single occurrence or involved repeated
          occurrences;
     o    whether the violation appears to have been intentional or inadvertent;
     o    whether the person in question had been advised prior to the violation
          as to the proper course of action;
     o    whether the person in question had committed other violations in the
          past; and
     o    such other facts and circumstances as the Audit Committee shall deem
          advisable in the context of the alleged violation.

Consequences of Violations

     If a violation is substantiated, the Board of Directors may impose such
sanctions or take such actions as it deems appropriate, including, but not
limited to, the following:

     o    Disciplinary action (including censure, re-assignment, demotion,
          suspension or termination);
     o    Pursuit of any and all remedies available to the Company for any
          damages or harm resulting from a violation, including injunctive
          relief; and
     o    Referral of matters to appropriate legal or regulatory authorities for
          investigation and prosecution.

Requests for Waivers and Changes in Code

     A waiver of a provision of this Code shall be requested whenever there is
reasonable likelihood that a contemplated action will violate the Code. Any
waiver (including an implicit waiver) that constitutes a material departure from
a provision of this Code shall be publicly disclosed on a timely basis, to the
extent required by applicable rules and regulations of the SEC. In addition, any
amendments to this Code (other than technical, administrative or other
non-substantive amendments) shall be publicly disclosed on a timely basis, to
the extent required by applicable rules and regulations of the SEC.

Every director and employee is required to sign this policy.

I have received, read and understand this policy -

Signed_______________________, Date______________________
Name__________________________ Employee [  ]   Director [  ]




                                       3

EX-31.1

                                                                    Exhibit 31.1

                                  CERTIFICATION

I, Tom Hatton, certify that:

1. I have reviewed this annual report on Form 10-KSB of Gemco Minerals Inc.

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e) for the small business issuer and
have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the small
          business issuer, including its consolidated subsidiaries, is made
          known to us by others within those entities, particularly during the
          period in which this report is being prepared;

     b)   Designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   Evaluated the effectiveness of the small business issuer's disclosure
          controls and procedures; and presented in this report our conclusions
          about the effectiveness of the disclosure controls and procedures as
          of the end of the period covered by this report based on such
          evaluation; and

     d)   Disclosed in this report any change in the small business issuer's
          internal control over financial reporting that occurred during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's fourth fiscal quarter in the case of an annual report) that
          has materially affected or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
small business issuer's board of directors (or persons performing the equivalent
functions):

     a)   All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the small business issuer's
          ability to record, process, summarize and report financial
          information; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the small business issuer's
          internal control over financial reporting.


Date: September 13, 2006


/s/ Tom Hatton
- --------------
Tom Hatton
President and Chief Executive Officer

EX-31.2

                                                                    Exhibit 31.2
                                  CERTIFICATION

I, Dorlyn Evancic, certify that:

1. I have reviewed this annual report on Form 10-KSB of Gemco Minerals Inc.

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e) for the small business issuer and
have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the small
          business issuer, including its consolidated subsidiaries, is made
          known to us by others within those entities, particularly during the
          period in which this report is being prepared;

     b)   Designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   Evaluated the effectiveness of the small business issuer's disclosure
          controls and procedures; and presented in this report our conclusions
          about the effectiveness of the disclosure controls and procedures as
          of the end of the period covered by this report based on such
          evaluation; and

     d)   Disclosed in this report any change in the small business issuer's
          internal control over financial reporting that occurred during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's fourth fiscal quarter in the case of an annual report) that
          has materially affected or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
small business issuer's board of directors (or persons performing the equivalent
functions):

     a)   All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the small business issuer's
          ability to record, process, summarize and report financial
          information; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the small business issuer's
          internal control over financial reporting.


Date: September 13, 2006


/s/ Dorlyn Evancic
- ------------------
Dorlyn Evancic
Chief Financial Officer

EX-32.1

                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Certification of Chief Executive Officer

In connection with the Annual Report of Gemco Minerals Inc. (the "Company") on
Form 10-KSB for the year ending May 31, 2006 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Tom Hatton, Chief
Executive Officer certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of
my knowledge and belief:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.






September 13, 2006               /s/ Tom Hatton
- -------------------              -----------------------
                                 Tom Hatton
                                 Chief Executive Officer

EX-32.2

                                                                    Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Chief Financial Officer

In connection with the Annual Report of Gemco Minerals Inc. (the "Company") on
Form 10-KSB for the year ending May 31, 2006 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Dorlyn Evancic, Chief
Financial Officer certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of
my knowledge and belief:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.






September 13, 2006               /s/  Dorlyn Evancic
- -------------------              -----------------------------------
                                 Dorlyn Evancic,
                                 Chief Financial Officer