Filed by Automated Filing Services Inc. (604) 609-0244 - Gemstar Resources Ltd.

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

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

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

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

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

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

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

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

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

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
[ ] Yes [X] No

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

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

Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 X Item 18 .

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

We caution you that certain important factors (including without limitation those set forth in this Form 20-F) may affect our actual results and could cause such results to differ materially from any forward-looking statements that may be deemed to have been made in this Form 20-F annual report, or that are otherwise made by or on our behalf. For this purpose, any statements contained in this annual report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “except,” “believe,” “anticipate,” “intend,” “could,” estimate,” or “continue,” or the negative or other variations of comparable terminology, are intended to identify forward-looking statements.

Linda Smith 220 Decourcy Dr, Gabriola Island, BC, V0R 1X0	President, Chief Executive Officer and Director

Shannon Krell 220 Decourcy Dr, Gabriola Island, BC, V0R 1X0	Director

Alexander Mancor 5715 Royal Oak Ave. Burnaby, BC, V5H 3N3	Director

Andre Pauwels 4900 Mariposa Court, Richmond, BC, V7C 2J9	Director and Consulting Geologist

Darcy Krell 220 Decourcy Dr, Gabriola Island, BC, V0R 1X0	Secretary and Chief Financial Officer

Our auditors are members in good standing with the Institute of Chartered Accountants of British Columbia and are registered with the Canadian Public Accountability Board (CPAB) and the Public Company Accounting Oversight Board (United States) (PCAOB).

The following tables set forth selected financial data of the Company for the fiscal years ended January 31, 2007, 2006, 2005, 2004 and 2003. We derived all figures from our financial statements, which were audited by our independent auditor. This information should be read in conjunction with our audited financial statements included in this annual report. Our audited financial statements for the fiscal years ended January 31, 2005, 2004 and 2003 are not included in this annual report.

Our audited financial statements included in this annual report and the table below have been prepared in accordance with accounting principles generally accepted in Canada. A reconciliation to United States generally accepted accounting principles is included in Note 11 to our audited financial statements. All amounts are expressed in Canadian dollars.

The first table below presents this financial data for five years in accordance with United States generally accepted accounting principles. The second table presents the data in accordance with Canadian generally accepted accounting principles.

	Fiscal Year ended January 31, 2007 (in Cdn$)	Fiscal Year ended January 31, 2006 (in Cdn$)	Fiscal Year ended January 31, 2005 (in Cdn$)	Fiscal Year ended January 31, 2004 (in Cdn$)	Fiscal Year ended January 31 2003 (in Cdn$)
Net Operating Revenue	Nil	Nil	Nil	Nil	Nil
Loss from operations	($182,422)	($204,612)	($92,349)	($79,684)	($421,332)
Loss per common share	($0.02)	($0.04)	($0.02)	($0.01)	($0.07)
Total assets	$21,873	$34,856	$170,236	$4,202	$3,644
Net assets	($1,208,132)	($1,025,710)	($821,098)	($877,455)	($819,541)
Long term debt	Nil	$39,676	Nil	Nil	Nil
Cash dividends per share	Nil	Nil	Nil	Nil	Nil
Deficit	($2,333,179)	($2,150,757)	($1,946,145)	($1,999,922)	$ (1,933,012)
Capital stock	$1,113,471	$1,113,471	$1,113,471	$ 1,113,471	$ 1,113,471
Weighted average number of common shares	5,651,714	5,651,714	5,651,714	5,651,714	5,651,714

	Fiscal Year ended January 31, 2007 (in Cdn$)	Fiscal Year ended January 31, 2006 (in Cdn$)	Fiscal Year ended January 31, 2005 (in Cdn$)	Fiscal Year ended January 31, 2004 (in Cdn$)	Fiscal Year ended January 31 2003 (in Cdn$)
Net Operating Revenue	Nil	Nil	Nil	Nil	Nil
Loss from operations	($182,422)	($138,379)	($92,349)	($79,684)	$ (262,432)
Loss per common share	($0.03)	($0.02)	($0.02)	($0.01)	($0.05)
Total assets	$88,106	$101,089	$170,236	$167,662	$162,544
Net assets	($1,141,899)	($959,477)	($821,098)	($713.995)	($660,641)
Long term debt	Nil	$39,676	Nil	Nil	Nil
Cash dividends per share	Nil	Nil	Nil	Nil	Nil
Deficit	($2,266,946)	($2,084,524)	($1,946,145)	($1,853,796)	($1,774,112)
Capital stock	$1,113,471	$1,113,471	$1,113,471	$1,113,471	$1,113,471
Weighted average number of common shares	5,651,714	5,651,714	5,651,714	5,651,714	5,651,714

Since June 1, 1970, the government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared to the United States dollar. On June 18, 2007, the exchange rate in effect for Canadian dollars exchanged for United States dollars, expressed in terms of Canadian dollars was $1.0638. This exchange rate is based on the noon buying rates in New York City, for cable transfers in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York. For the past five fiscal years ended January 31 and for the six-month period between August 31, 2006 and January 31, 2007, the following exchange rates were in effect for Canadian dollars exchanged for United States dollars, calculated in the same manner as above:

The following table sets forth our capitalization and indebtedness as at January 31, 2007

Short term debt (unsecured and not guaranteed)	$1,230,005
Long term debt	$Nil
Total debt	$1,230,005
Shareholders’ Deficiency
Common shares and equity component of convertible note	$1,125,047
Accumulated deficit	($2,266,946)
Total shareholders’ deficiency	$1,141,899

Any investment in our common shares involves a high degree of risk. You should consider carefully the following information before you decide to buy our common shares. If any of the events discussed in the following risk factors actually occurs, our business, financial condition or results of operations would likely suffer. In this case, the market price of our common shares could decline, and you could lose all or part of your investment in our shares The following is a list of all known material risks relating to our business and an investment in our common shares:

We have a history of losses. Our inability to achieve profitability will negatively impact any investment in our shares.

We have incurred losses in our business operations since inception, and we expect that we will continue to incur losses for the foreseeable future. From March 31, 1998, the date of incorporation, to January 31, 2007, we have incurred losses totalling $2,266,946 under Canadian GAAP (Cdn$2,333,179 under US GAAP). Very few junior resource companies ever become profitable. Failure to achieve and maintain profitability may adversely affect the market price of our common stock.

We have limited financial resources and no source of operating cash flow. If we are unable to generate revenue, our business will fail.

We have limited financial resources, no source of operating cash flow and no commitments for additional funding for further exploration of the Dotted Lake property. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and ultimately the failure of our business.

Very few mineral properties are ultimately developed into producing mines. If we are unable to prove that a mineral reserve exists on our Dotted Lake property, our business may fail.

The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. At present, our mineral properties have no known body of commercial ore. Most exploration projects do not result in the discovery of commercially mineable deposits of ore.

Substantial expenditures are required for us to establish ore reserves through drilling, to develop metallurgical processes, to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.

It is unknown whether we will discover minerals in sufficient quantities to justify commercial operations or that we can obtain the funds required for development on a timely basis. The probability of an individual mineral exploration prospect such as the Dotted Lake Property ever containing reserves is extremely remote. It is unlikely that the property contains reserves, so any funds expended on the property will most likely be lost.

As at January 31, 2007, we had cash in the amount of $9,656. Our ability to continue as a going concern is dependent upon the ability of management to obtain sufficient financing. Management is actively seeking additional financing, but has no specific commitments for investment. These matters raise doubt about the company’s ability to continue as a going concern. These financial statements do not include adjustments that would be necessary should the company be unable to continue as a going concern.

Because management has only limited experience in resource exploration, the business has a higher risk of failure.

Our management has only limited experience in resource exploration. None of our directors or officers has any significant technical training or experience in resource exploration for, starting and operating a mine. With no direct training or experience in this sector, our management may not be fully aware of many of the specific requirements related to working within the industry. Their business decisions may not take into account standard engineering or managerial approaches that mineral exploration companies with qualified management commonly use. As a result, our operations, earnings and ultimate financial success could suffer irreparable harm due to management’s lack of experience in this industry.

Mineral exploration involves a high degree of risk against which we are not currently insured. If an environmental liability was incurred, it may irreparably harm our business.

Unusual or unexpected rock formations, formation pressures, fires, power outages, labour disruptions, flooding, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are risks involved in the operation of mines and the conduct of exploration programs.

It is not always possible to fully insure against such risks and we may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of our common stock. We do not currently maintain insurance against environmental risks relating to the Dotted Lake property.

If title to the Dotted Lake is disputed, we may lose our sole business asset and our business may fail.

The Dotted Lake property may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects. There is a risk that the property boundaries could be challenged. In such circumstances, we will incur costs defending our title to the Dotted Lake property and may lose our interest in the claims, causing our business to fail.

We may require permits and licenses that we may not be able to obtain. If we are unable to obtain such permits and licenses, our business plan will fail.

Our operations may require licenses and permits from various governmental authorities. If we are unable to obtain such licenses and permits, we will not be able to continue exploration and development of the Dotted Lake property and we may have to abandon our business plan.

We will be required to obtain work permits from the Ontario Ministry of Northern Development and Mines for the Phase II drilling program and any subsequent exploration work that results in a physical disturbance to the land if the program calls for the disturbance of more than 10,000 square meters of the property surface, or such areas that would total that amount when combined. A work permit is also required for the erection of structures on the property. There is no charge to obtain a work permit under the Mining Act.

Metal prices fluctuate widely. A decrease in metal prices may prevent us from raising the capital necessary to continue our business plan in the future. As well, low metal prices will reduce the value of any reserve we discover on the Dotted Lake property.

Factors beyond our control may affect the marketability of any minerals we discover. Metal prices have fluctuated widely, particularly in recent years. Our ability to raise capital for continuing exploration of the Dotted Lake property depends to a large degree on the market price for metals generally, as well as for gold in particular. In addition, the value of any reserve we discover on the Dotted Lake property will fluctuate depending on current metal prices. Low metal prices may make it uneconomical to commence production on the Dotted Lake property if a reserve is established, of which there is no guarantee.

The resource industry is very competitive. The competitive nature of the business may increase our cost of operations and prevent us from obtaining interests in additional mineral properties.

The resource industry is intensely competitive in all its phases. We compete with many companies possessing greater financial resources and technical facilities than us for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.

In conducting exploration on the Dotted Lake property, we will be subject to environmental regulations. In addition, our operations may be adversely affected by changes in environmental regulations. A significant change in such regulations may prevent us from proceeding with our business plan.

Our operations are be subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, release or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means that standards, enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for us and our directors, officers and consultants. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of our operations. We do not maintain environmental liability insurance.

When our exploration program on the Dotted Lake property proceeds to the drilling stage, we may be required to post small bonds if the rights of a private land owner may be affected. We may also be required to file statements of work with the Ministry of Northern Development and Mines. We will also be required to undertake remediation work on any exploration that results in physical disturbance to the land. The cost of remediation work will vary according to the degree of physical disturbance.

Our listed securities are subject to penny stock regulation, which may impede an investor’s ability to purchase our common shares.

The price of our common stock is below $5.00 per share and is subject to "penny stock" regulation. "Penny stock" rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with a spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our shares of common stock. The market price of our shares would likely suffer as a result.

All members of our Board of Directors and management reside in Canada. As well, our address for service is a Canadian address. Accordingly, investors will not be able to:

However, investors may commence original actions against us, our directors and officers and our experts in British Columbia courts. However, as our sole mineral property asset is located in Ontario, additional legal proceedings would need to be commenced in that province in order to satisfy any judgment.

Investors may not be able to seek judgment in British Columbia or Ontario if the court determines that it is unable to rule in a matter that involves determinations respecting United States securities laws. In such circumstances, investors would be prevented from obtaining judgment that is enforceable against us.

As we are incorporated pursuant to the laws of British Columbia, duties of our directors and officers, and the ability of shareholders to initiate a lawsuit on our behalf, are governed by the British Columbia Business Corporations Act.

We were incorporated under the name “Gemstar Resources Ltd.” pursuant to the Company Act in the Province of British Columbia, Canada by registration of our Memorandum and Articles of Association and the issuance by the Registrar of Companies of a Certificate of Incorporation on March 31, 1988. In March 2006, we transitioned to the province’s Business Corporations Act. We are an exploration stage company that beneficially owns mineral claims in Ontario, Canada. There is no assurance that a commercially viable mineral deposit exists on our claims. Further exploration will be necessary before a final evaluation as to the economic and legal feasibility of our claims is determined.

Our head office is located at 220 Decourcy Drive, Gabriola Island, British Columbia, Canada, V0R 1X0. Our telephone number is (604) 831-2739.

We have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets.

In 2001, we entered into an agreement to acquire 100% interest in the Dotted Lake property consisting of 76 mineral claim units located in the Thunder Bay Mining District, approximately 16 miles south-southeast of Manitouwadge, Ontario. In the following fiscal year ended January 31, 2002, the Company completed the acquisition of the Property by paying $200,000 in cash to the vendor, LCM Equity Inc. (“LCM”), a private British Columbia company unrelated to us. We also advanced $152,000 to LCM for planned exploration of the Property. All funds, totaling $352,000, came to us from our officers and immediate family members in the form of related party loans.

Originally, the claims were registered in the name of 1179406 Ontario Ltd., a private Ontario company holding them in trust for us. This trust arrangement is common practice due to the expense that would have to be incurred by registering as an extra-provincial claim holder in Ontario. However, we can request that the claims be registered in our name at any time.

Near the end of calendar 2002, as a result of extreme weather conditions, we were having difficulty undertaking our planned work program on the Property, which included the required assessment work to keep the claims in good standing. Following consultation with our consulting geologist, Mr Andre Pauwels P. Geo, we determined it would be less expensive to allow the claims to lapse and then re-stake them early in the following year. As a result, the claims were permitted to lapse and once the weather conditions improved, our consulting geologist re-staked the claims in March 2003 at a cost to us of $4,206 with initial expiry date of March 14, 2007. This expiry date was recently extended to March 14, 2008. The claims continue to be held in trust for us by 1179406 Ontario Ltd., a private Ontario company owned by Mr. R. J. Reukl.

During the quarter ended April 30, 2005, we completed an airborne magnetic survey of the 76 mineral claims at a cost of $40,000 paid in full from the funds advanced to LCM as mentioned above. Also, we commissioned and paid $4,500 to our consulting geologist as an advance against a new 43-101 evaluation report regarding the merits of the Property, required in prescribed form by the regulatory authorities.

During the quarter ended July 31, 2005, the Company undertook a ground VLF (Very Low Frequency) and magnetic survey over 100 metre spaced cut lines (15 km) at the north western side of the Property which cost $14,636. The 43-101 compliant geological report was completed by our consulting geologist, for an additional cost of $7,097, bringing the total for geological consulting fees to $26,233 to date. This report dated December 6, 2005 is available under our disclosure on www.sedar.com. It should be noted, the $112,000 balance of the funds advanced to LCM per above was returned to us in the quarter ended July 31, 2005 due to our discontinued use of LCM for exploration purposes.

The 43-101 report recommends a two phase exploration program on the property to determine whether it has the potential to host economic mineralization. The first phase would involve further geophysical surveys, including a TDEM survey, at an estimated cost of $51,500. The second phase calls for extensive diamond drilling at an estimated cost of $171,900 which will proceed only when the Phase I program has proven to be successful.

The Company did not conduct any work on the Property during the year ended January 31, 2007.

The Dotted Lake property is situated in north central Ontario, approximately 50 kilometers northeast of Lake Superior and 260 kilometers east-northeast from the city of Thunder Bay. Manitouwadge (45 kilometers to the north), Marathon (45 kilometers southwest) and White River (50 kilometers southeast) are the closest towns. The latter two communities are situated along Highway 17, part of the Trans-Canada Highway network, while the property itself lies some 20 kilometers north of Highway 17.

Currently, there is no road access directly onto the Dotted Lake property. From Highway 614, located 13 kilometres north of Highway 17, a bush road leads seven kilometers north-eastward to the southwest shore of Dead Otter Lake. From there, the property may be conveniently reached by boat in summer or by snowmobile in winter. Alternatively, another bush road that connects with Highway 614, some 19.2 kilometers north of Hwy 17, terminates approximately 0.7 kilometers north of the north claim boundary.

We currently hold a 100% interest in 1 mineral claim comprising 15 claim units on the Dotted Lake property described above. In order to maintain its mineral claim in good standing, we are required to spend approximately $4,000 in exploration on the Property by March 14, 2008. We intend to commence the recommended Phase I program during the 2007/2008 winter work season. We do not have any other third party obligations with respect to the claim. There is no assurance that a commercially viable mineral deposit exists on the Dotted Lake property. Further exploration will be required before a final evaluation of the economic feasibility of the property.

As previously mentioned, the principal benefit of having a trustee hold the claims on our behalf is to avoid the expense that would otherwise be incurred by registering as an extra-provincial claim holder in Ontario. However, if the trustee becomes bankrupt or transfers the claims to a third party, we may incur significant legal expenses in enforcing our interest in the claims in Ontario courts. The registration of the claims in the name of a trustee does not impact a third party’s ability to commence an action against us respecting the Dotted Lake property or to seize the claims after obtaining judgment.

Several companies and individuals have conducted exploration activities on various parts of the Dotted Lake property. To date, no mineral deposit has been delineated on the property, and consequently there has been no production from the property nor any reserve or resource estimated. We have not yet conducted any exploration on the Dotted Lake property.

In March 2005, the magnetic and VLF-EM survey involved using an airplane to search for changes in the magnetic field over certain areas of the Dotted Lake property. Magnetic anomalies may be the result of accumulations of certain magnetic rocks such as phrrhotite, hematite and magnetite. These rock types are often found alongside base metals such as copper, zinc and nickel, or precious metals such as gold and silver.

VLF-EM surveys consist of two separate surveys: a very low frequency survey and an electromagnetic survey. Very low frequency surveys use radio waves to determine whether rocks on a mineral property conduct electricity. Almost all of the precious and base metals that we seek are above average conductors of electricity and will affect VLF readings. Electromagnetic surveys involve measuring the strength of the earth’s magnetic field. Variations in the magnetic readings on a property may indicate the increased likelihood of precious or base minerals in the area.

We will focus future exploration programs on specific areas of the Dotted Lake property based on the results of these surveys.

In his December 2005 report on the Dotted Lake property, our consulting professional geologist, Mr. Andre Pauwels, recommended a two phase exploration program. The first phase consists of a TDEM (time domain electromagnetic) survey and research for an estimated cost of $51,500. The TDEM survey is one of several geophysical exploration methods. In the conventional TDEM survey, an induction coil is used as the magnetometer. It allows conductivity of rock below the surface to be measured at greater depths.

The second phase consists of an extensive diamond drilling program for an estimated cost of $171,900 to determine the mineral content of rock below the surface of the Dotted Lake property. Drilling involves extracting a long cylinder of rock from the ground to determine amounts of metals at different depths. Pieces of the rock obtained, known as drill core, are analysed for mineral content.

The Dotted Lake property area experiences a temperate climate with moderate to long cold winters and short warm to hot summers. Total precipitation is about 1,000 millimeters, including over three meters of snow. Break up or freeze up conditions may impinge upon exploration activities, but normally exploration and mining may be conducted year round. However, it is more economical to conduct exploration programs in spring and summer when access to and travel across the property is easier, and when snow removal for surface exploration is not required.

The mineral property exploration business, in general, is intensively competitive and there is no assurance that even if commercial quantities of ore are discovered, a ready market will exist for sale of same. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, environmental protection, etc. The exact effect of these factors cannot be accurately predicted, but in combination these factors may make it very difficult to realize an adequate return on investment.

We compete with many companies possessing greater financial resources and technical capabilities than we have regarding the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified staff.

We are party to an agreement with Mr. Darcy Krell, our Secretary and Chief Financial Officer, whereby he is engaged to perform certain management and administrative services on our behalf for a fee of $4,000 per month, including $2,500 as management fees. Mr. Krell is the husband of our President, Ms. Linda Smith, and the father of our director, Ms. Shannon Krell.

We retain Mr. Krell to arrange and negotiate mineral property acquisitions and exploration contracts (subject to director approval), arrange for and secure financings for the company, arrange for the collection of all receivables and the payment of all obligations, establishing and maintaining suitable banking relations, ensuring the maintenance of proper accounting records and perusing and replying to all corporate inquiries and correspondence.

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada generally, and in the Province of Ontario, specifically. Under these laws, prior to production, we have the right to explore the property, subject only to a notice of work which may entail posting a bond. To date, we have not been required to post a bond with respect to exploration on the Dotted Lake property.

In addition, production of minerals in Ontario will require prior approval of applicable governmental regulatory agencies. We can provide no assurance to investors that such approvals will be obtained. The cost and delay involved in attempting to obtain such approvals cannot be known at this time.

We have budgeted for regulatory compliance costs as part of our operations. We will have to sustain the cost of reclamation and environmental mediation for all exploration work undertaken. The amount of these costs is not known at this time as we do not know the extent of future exploration.

Permits and regulations will control all aspects of any production program if the project continues to that stage because of the potential impact on the environment. Examples of regulatory requirements include:

We do not require any authorization to proceed with the first Phase of the recommended exploration program. However, we will be required to obtain work permits from the Ontario Ministry of Northern Development and Mines for the second Phase drilling program and any subsequent exploration work that results in a physical disturbance to the land. If more than 10,000 square meters of property surface are affected, or such areas that would total that amount when combined, a work permit is required. There is no charge to obtain a work permit under the Mining Act.

When our exploration program proceeds to the drilling stage, we may be required to post small bonds if the rights of a private land owner may be affected. We may also be required to file statements of work with the Ministry of Northern Development and Mines and to undertake remediation work on any exploration that results in physical disturbance to the land. The cost of remediation work will vary according to the degree of physical disturbance.

We are an exploration stage company that owns 1 claim now on the Dotted Lake property located in Ontario. To date, a majority of our operations and our expenditures have been the result of related party transactions.

In the fiscal year ended January 31, 2007, we incurred a net loss of $182,422 consisting primarily of the following general and administrative expenses: office and sundry expenses $47,456, accounting and audit fees $30,150, management fees $30,000, travel and promotion expenses $35,333, professional fees $20,150, transfer agent and filing fees $9,194, bad debt expense $8,169, convertible note accretion $1,356 and depreciation expense $614.

Our net loss increased from $138,379 for the year ended January 31, 2006 to $182,422 for the year ended January 31, 2007 primarily due to an increase in the following general and administrative expenses: office and sundry expenses (from $38,855 to $47,456), travel and promotion expenses (from $23,061 to $35,333), professional fees (from $5,000 to $20,150), transfer agent and filing fees (from $4,239 to $9,194) and bad debt expense (from $nil to $8,169); all partially offset by a decrease in accounting and audit fees (from $35,128 to $30,150).

At January 31, 2007, we had total assets of $88,106 consisting of cash $9,656, term deposit $6,900, mineral properties and deferred exploration costs $70,439 and computer equipment $1,111. At the same date, we had total liabilities of $1,230,005 consisting of $129,331 in accounts payable and accrued liabilities and $1,100,674 in loans from related parties.

Since incorporation, we have financed our operations initially through the sale of common shares to investors and, over the past five years, exclusively through loans from officers and immediate family members. We expect to fund future exploration and corporate administration in the same manner since we have no source of revenue from our business operations. However, there is no guarantee we will be successful in arranging future financing on acceptable terms.

We are required to spend approximately $4,000 on the Dotted Lake property by March 14, 2008, in order to keep the mineral claim in good standing. We also anticipate starting-up the Phase I exploration program during the 2007/2008 winter work season and continuing to incur expenses of approximately $90,000 for administration of our corporate affairs over the next six month period. Accordingly, we will need approximately $120,000 to meet planned expenditures in the foreseeable future. However, we do not have sufficient funds on hand to pay these amounts nor to complete the Phase 1 exploration program. Additional loans or advances from related parties will be required but there is no assurance this can be arranged.

For the second phase of the exploration program, we anticipate that equity financing from the sale of common stock is our preferred source of funds as opposed to debt financing. However, there are no present arrangements in place for equity financing and we can not provide investors with any assurance that sufficient equity funds will be available going forward.

To a significant extent, our ability to raise capital is affected by trends and uncertainties beyond our control. These include the market prices for base and precious metals and results from our exploration programs. Our ability to attain our business objectives may be significantly impaired if prices for metals such as gold, copper and platinum fall or if results from our intended exploration programs on our properties are unsuccessful.

Ms. Linda Smith and Mr. Darcy Krell are husband and wife and Mr. Krell is the father of Ms. Shannon Krell.

The following describes the business experience of our directors and executive officers, including other directorships held in reporting companies:

Ms. Linda Smith has acted as our president and as a director since October 27, 2000. Ms. Smith also acted as Blue Lightning Ventures Inc.’s president and as a director from October 1999 to July 2004. She also acted in the same capacities for Big Bar Gold Corporation from August 1999 to June 2003 and for Candorado Operating Company Ltd. from June 2000 to November 2001. All of these companies are British Columbia and Alberta reporting corporations involved in mineral property exploration. Ms. Smith also acted as treasurer and a director of Zeno Inc. from January 2003 to November 2005. Zeno Inc. was a U.S. reporting company involved in mineral property exploration. Mr. Smith was also employed part-time as a dental assistant from 1995 to 2002. Ms. Smith aids Mr. Darcy Krell in providing management services to us. She is not currently compensated for her services.

Ms. Shannon Krell has acted as our director since October 27, 2000. She has been a psychology student for the past six years and is currently attending Douglas College and the University of British Columbia. She is pursuing her undergraduate degree.

Ms. Krell does not have any professional training or technical credentials in the field of mineral property exploration or development. She spends approximately 10% of her time on our affairs.

Mr. Mancor has acted as our director since October 27, 2000. For the past five years, Mr. Mancor has owned and managed a series of residential rental properties in Burnaby, British Columbia. From 1973 to 1995, he acted as a contract distributor for Pacific Press Ltd. where he was in charge of wholesale and retail distribution of the Vancouver Province and Vancouver Sun newspapers in the Burnaby region.

Mr. Mancor does not have any professional training or technical credentials in the field of mineral property exploration or development. He spends approximately 10% of his time on our affairs. The rest of his business time is spent on his private property management business.

Mr Andre Pauwels is a consulting geologist and serves as a director on various public mineral exploration companies including Gemstar Resources Ltd, Dundarave Resources Inc and Strikezone Minerals (Canada) Ltd. He graduated from the State University of Ghent, Belgium with a BSc in Geology and is a long term member in good standing with the Association of Professional Engineers and Geoscientists of British Columbia. He has practiced world-wide mineral exploration since 1970 as a staff geologist for Union Miniere Explorations Canada (from 1970 to 1980), as senior geologist then exploration manager for Cominco Ltd (from 1981 to 2001) and as consulting geologist since 2001.

Mr. Krell has acted as a private investor in various reporting and private companies since 1996,. He also acted as a director of Big Bar Gold Corporation (March 2002 to April 2004) and Blue Lightning Ventures Inc. (March 2002 to July 2004), both of which are Alberta and British Columbia reporting companies involved in mineral property exploration. In addition, Mr. Krell acts as a director of Algorithm Media Inc., an Alberta and British Columbia reporting company that is pursuing mineral property acquisitions.

Mr. Krell does not have any professional training or technical credentials in the field of mineral property exploration or development. He spends approximately 35% of his time on our affairs.

There are no arrangements or understandings between any of our directors or executive officers, pursuant to which they were selected to be a director or executive officer, nor are there any family relationships among any of our directors and officers other than as follows:

Ms. Linda Smith and Mr. Darcy Krell are husband and wife and Mr. Krell is the father of Ms. Shannon Krell.

We are required, under applicable securities legislation in Canada, to disclose to our shareholders details of compensation paid to our directors. The following fairly reflects all material information regarding compensation paid to our directors in our fiscal year ended January 31, 2007.

NAME AND PRINCIPAL POSITION	YEAR	ANNUAL COMPENSATION			LONG-TERM COMPENSATION			All Other Compen- sation
		Salary	Bonus	Other Annual Compensation	Awards		LTIP payouts
					Restricted Stock Awards	Securities Underlying Options/ SAR’s
Linda Smith President,	2007	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Chief Executive Officer and Director
Shannon Krell Director	2007	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Alexander Mancor Director	2007	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Andre Pauwels Director	2007	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Darcy Krell Secretary and Chief Financial Officer	2007	$30,000	Nil	Nil	Nil	Nil	Nil	Nil

We did not pay any compensation to our directors in the fiscal year ended January 31, 2007. Management fees are paid to Mr. Darcy Krell, our Secretary and Chief Financial Officer, at the rate of $2,500 per month.

Linda Smith has acted as our President and a director since October 27, 2000. Alexander Mancor and Shannon Krell were appointed as our directors on the same date. Andre Pauwels was appointed director on December 20, 2006. The directors hold office until the next annual general meeting of the shareholders at which time they may stand for re-election. We are required to hold an annual general meeting once in every calendar year and not longer than thirteen months from the last annual general meeting.

Our audit committee is comprised of Linda Smith, Alexander Mancor and Shannon Krell. We have not appointed a compensation committee.

We do not have any employees other than our directors and officers. When required, we retain geological, financial and other consultants.

Our directors and officers own beneficially the following shares as of the date of this annual report:

The above percentages are based on the 5,651,714 common shares issued and outstanding in our capital stock as of the date of this annual report.

In December 2006, we adopted an incentive stock option plan but to date no stock options have been granted to our directors and officers and no stock options are outstanding to the date of this annual report.

As used in this section, the term "beneficial ownership" with respect to a security is defined by Regulation 228.403 under the Securities exchange Act of 1934, as amended, as consisting of: (1) any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power (which includes the power to vote, or to direct the voting of such security) or investment power (which includes the power to dispose, or to direct the disposition of, such security); and (2) any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting of such beneficial ownership.

As of the date of this annual report, 5,651,714 common shares are issued and outstanding. The Company is authorized to issue up to 100,000,000 common shares without par value.

As of the date of this annual report, the following persons known to us were the beneficial owner of more than five percent of our outstanding common shares.

* Darcy Krell and Linda Smith are husband and wife. Ryan Krell is the son of Darcy Krell who has a non-interest bearing promissory note with us in the face amount of $106,754 which is convertible into 2,135,080 of our common shares prior to maturity on January 1, 2008.

Each of our issued shares entitles the holder to one vote in our general meetings. There are no disproportionate or weighted voting privileges.

We are not controlled directly or indirectly by any other corporation or any other foreign government or by any other natural or legal person, severally or jointly.

There are no arrangements the operation of which at a subsequent date may result in a change in our control.

Since January 31, 2004, there have been no transactions which have materially affected or will materially affect us in which any director, executive officer or beneficial holder of more than 10% of our outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest except as follows:

We believe that the above related party contracts are more favorable than those that would be obtained in arm’s length transactions with third parties. Our management and rental agreements with Mr. Darcy Krell are comparable to other such agreements in the industry.

The financial statements required by this Item 8 are attached hereto as an exhibit and are incorporated herein by reference.

To the best of our knowledge there are no legal or arbitration proceedings threatened, pending or in progress against us, except for a British Columbia Supreme Court action by Ellis Foster, Chartered Accountants, our former auditor, for $51,681 as at June 30, 2001, plus interest accruing thereafter at a rate of 1% per month.

Ellis Foster commenced legal action against us, Dalian Maple Leaf International School, Sherman Investment Ltd. and Shu Liang Sherman Jen and Lan Ying Li on October 19, 2001. The claim alleges that Ellis Foster provided accounting and audit services to the defendants in connection with the preparation of financial statements relating to our proposed acquisition of Dalian Maple Leaf International School.

We have filed a Statement of Defense in the action denying that we retained Ellis Foster to provide accounting and audit services in connection with the preparation of financial statements for Dalian Maple Leaf International School. We further state that the other defendants are responsible for any fees incurred. Ellis Foster has not taken any steps to proceed with its legal claim since November 23, 2001.

There have been no significant changes since the date of the audited financial statements included herein.

We are currently a reporting issuer in both British Columbia and Alberta and files as a foreign issuer with the United States Securities and Exchange Commission. After filing and receipting a registration statement on Form 20-F with the United States Securities and Exchange Commission, our common shares were posted for trading on the Over-The-Counter: Bulletin Board (OTC:BB) in the United States under the symbol GMSRF:OB on February 14, 2007.

Previously our common shares traded on the Canadian Venture Exchange and its predecessor, the Vancouver Stock Exchange, under the symbol “GMS”. On July 12, 2001, our shares were suspended from trading on the TSX Venture Exchange due to failure to meet the Exchange’s minimum working capital requirements. The TSX Venture Exchange requires that listed companies have a minimum of $50,000 in allocated working capital. At that time, we did not meet this requirement and trading in our shares was suspended.

The Cease Trade Orders issued against us on November 7, 2003 by the Alberta Securities Commission (the “ASC”) and on January 14, 2004 by the British Columbia Securities Commission (the “BCSC”) were lifted on August 18, 2006 by the BCSC and on August 23, 2006 by the ASC. These reactivation and revocation orders resulted from the Company bringing its disclosure records up-to-date on SEDAR (www.sedar.com); preparing a new 43-101 report regarding the merits of the Dotted Lake property; meeting other regulatory requirements; and paying all required fees and penalties.

The following table sets forth the high and low closing prices in Canadian funds of our common shares during the time they traded through the facilities of the Canadian Venture Exchange, and its predecessor, the Vancouver Stock Exchange:

Our authorized share capital consists of 100,000,000 common shares without par value. Our issued share capital as of the date of this annual report is 5,651,714 fully paid common shares without par value. We have not issued any common shares since February 1, 2000 and no common shares were issued during the fiscal year ended January 31, 2007 and none since that date.

All shares issued and to be issued in the future must be and have been approved by authorizing resolution consisting of a simple majority of our board of directors.

We do not hold any of our own shares. We do not have any potential obligations to increase our issued capital.

We were incorporated under the Company Act of British Columbia by registration of our articles of incorporation and memorandum and were subsequently transitioned to the replacement Business Corporations Act in 2006. Pursuant to the provisions of the Business Corporations Act, a company may conduct any business that it is not restricted by the terms of its articles from conducting. Our articles contain no such restrictions.

Our directors are required to disclose to the board of directors the nature and extent of their interest in any proposed transaction or contract and must thereafter refrain from voting in respect thereof. An interested director may be counted in the quorum when a determination as to such director’s remuneration is being considered but may not vote in respect thereof. The directors have an unlimited power to borrow money, issue debt obligations and mortgage or charge our assets provided such actions are conducted bona fide and in our best interests. There are no mandatory retirement ages for directors or any required shareholdings.

All holders of common shares are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as the board of directors may from time to time determine. All holders of common shares will share equally on a per share basis in any dividend declared by the board of directors. The dividend entitlement time limit will be fixed by the board of directors at the time any such dividend is declared. Each outstanding common share is entitled to one vote on all matters submitted to a vote of our shareholders in general meeting. There are no cumulative voting rights attached to any of our shares and, accordingly, the holders of more than half of the shares represented at a general meeting can elect all of the directors to be elected in a general meeting. All directors stand for re-election annually. Upon any liquidation, dissolution or winding up, all common shareholders are entitled to share ratably in all net assets available for distribution after payment to creditors. The common shares are not convertible or redeemable and have no preemptive, subscription or conversion rights. In the event of a merger or consolidation, all common shareholders will be entitled to receive the same per share consideration.

The rights of shareholders may only be altered by the shareholders passing a special resolution at a general meeting. A special resolution may only be passed when it has been circulated to all shareholders by way of an information circular and then must be passed by seventy-five percent of the votes cast at the general meeting.

The board of directors may call annual and extraordinary general meetings when required. One or more shareholders holding in aggregate five percent or more of our issued shares may requisition an extraordinary meeting and the directors are required to hold such meeting within four months of such requisition. Only registered shareholders or persons duly appointed by proxy may be admitted to meetings unless otherwise permitted by the chairman of the meeting.

There are no national limitations or restrictions on the right to own our common shares.

There are no provisions in our articles of association that would have the effect of delaying, deferring or preventing a change in control.

There are no provisions in our articles of association that establish any threshold for disclosure of ownership. However, the British Columbia and Alberta Securities Commissions require that persons that are the registered owners of, and/or have voting control over 10% or more of our common shares must file insider reports disclosing securities holdings.

There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares, other than withholding tax requirements. See "Item 10.5 Taxation"

There is no limitation imposed by Canadian law or by our constituent documents on the right of a non-resident to hold or vote common shares, other than are provided in the Investment Canada Act (Canada). The following summarizes the principal features of the Investment Canada Act (Canada).

The Investment Canada Act (Canada) requires certain "non-Canadian" individuals, governments, corporation or other entities who wish to acquire a "Canadian business" (as defined in the Investment Canada Act), or establish a "new Canadian business" (as defined in the Investment Canada Act) to file either a notification or an application for review with a governmental agency known as "Investment Canada". The Investment Canada Act requires that certain acquisition of control of Canadian business by a "non-Canadian" must be reviewed and approved by the Minister responsible for the Investment Canada Act on the basis that the Minister is satisfied that the acquisition is "likely to be of net benefit to Canada", having regard to criteria set forth in the Investment Canada Act. Only acquisitions of control are reviewable under the Investment Canada Act; however, the Investment Canada Act provides detailed rules for the determination of whether control has been acquired and, pursuant to those rules, the acquisition of one-third or more of the voting shares of a corporation may, in some circumstances, be considered to constitute an acquisition of control. Certain reviewable acquisitions of control may not be implemented before being approved by the Minister; if the Minister does not ultimately approve a reviewable acquisition, which has been completed, the acquired Canadian business must be divested. Failure to comply with the review provisions of the Investment Canada Act could result in, amongst other things, an injunction or a court order directing disposition of assets of shares.

A brief description of certain provisions of the tax treaty between Canada and the United States is included below, together with a brief outline of certain taxes, including withholding provisions to which United States security holders are subject under existing laws and regulations of Canada and United States; the consequences, if any, of state and local taxes are not considered. The following information is general and security holders are urged to seek the advice of their own tax advisors, tax counsel or accountants with respect to the applicability or effect on their own individual circumstances of not only the matters referred to herein, but also any state or local taxes.

Canadian federal tax legislation generally requires a 25% withholding from dividends paid or deemed to be paid to the Company's nonresident shareholders. However, shareholders resident in the United States will generally have this rate reduced to 15% through the tax treaty between Canada and the United States. The amount of stock dividends paid to non-residents of Canada will be subject to withholding tax at the same rate as cash dividends. The amount of stock dividend (for tax purposes) would generally be equal to the amount by which our stated capital has increased by reason of the payment of such dividend. We will furnish additional tax information to shareholders in the event of such a dividend. Interest paid or deemed to be paid on our debt securities held by non-Canadian residents may also be subject to Canadian withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty. Under present legislation in the United States, we are generally not subject to United States back up withholding rules, which would require withholding at a rate of 20% on dividends and interest paid to certain United States persons who have not provided us with a taxpayer identification number.

Gains derived from a disposition of shares of the company by a non-resident shareholder will be subject to tax in Canada only if not less than 25% of any class of our shares was owned by the nonresident shareholder and/or persons with whom the nonresident did not deal at arm's length at any time during the five-year period immediately preceding the disposition. In such cases gains derived by a U.S. shareholder from a disposition of our shares would likely be exempt from tax in Canada by virtue of the Canada-U.S. tax treaty.

The following general discussion sets forth a summary of the material United States federal income tax consequences that are applicable to the following persons who invest in and hold our common shares as capital assets ("U.S. Shareholders"): (i) citizens or residents (as specially defined for federal income tax purposes) of the United States, (ii) corporations or partnerships created or organized in the United States or under the laws of the United States or of any state and (iii) estates or trust the income of which is subject to United States federal income taxation regardless of its source. This discussion does not deal with (a) all aspects of federal income taxation that may be relevant to a particular U.S. Shareholder based on such U.S. Shareholder's particular circumstances (including potential application of the alternative minimum tax, (b) certain U.S. Investors subject to special treatment under federal income tax laws or foreign individuals or entities, (c) U.S. Investors owning directly or by attribution 10% or more of our common shares, or (d) any aspect of state, local or non-United States tax laws. Additionally, the following discussion assumes that the Company will not be classified as a "foreign personal holding company" under the Internal Revenue Code of 1986 as amended (the "Code").

For any of our taxable years, if 75% or more of our gross income is "passive income" (as defined in the Code) or if at least 50% of our assets, by average fair market value (or adjusted income basis if the Company elects), are assets that produce or are held for the production of passive income, we will be deemed to be a Passive Foreign Investment Company ("PFIC").

A U.S. Shareholder of a PFIC is subject to special U.S. federal income tax rules in Section 1291 to 1297 of the Code. As described below, these provisions set forth two alternative tax regimes at the election of each such U.S. Shareholder, depending upon whether the U.S. Shareholder elects to treat us as a "qualified electing fund" (a QEF election").

U.S. SHAREHOLDERS ARE STRONGLY URGED TO CONSIDER MAKING A QEF ELECTION TO AVOID CERTAIN POTENTIALLY SIGNIFICANT ADVERSE U.S. TAX CONSEQUENCES

Each U.S. Shareholder is strongly urged to consider making a QEF Election because of the potential benefits of such election that are discussed below, and because we anticipate that we will not have any earnings and profits (as computed for United States federal income tax purposes) for the current taxable year and little, if any, earnings and profits for any future taxable year in which we are a PFIC. There can be no assurance, however, that this will be the case. Accordingly, the timely making of the QEF election, as discussed below, generally should, subject to the discussion below under "Other PFIC Rules", avoid any significant adverse United State federal income tax consequences resulting from any classification of us as a PFIC, although this may depend on a particular U.S. Shareholder's particular circumstances.

A U.S. Shareholder who elects in a timely manner to treat us as a QEF (an "Electing U.S. Shareholder") will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which we are a PFIC (or is treated as a PFIC with respect to the U.S. Shareholder) on such Electing U.S. Shareholder's pro-rata share of our (i) "net capital gain" (the excess of net long-term capital gain over short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Shareholder and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Shareholder, in each case, for the shareholder's taxable year in which, or with which, our taxable year ends, regardless of whether such amounts actually are distributed. An Electing U.S. Shareholder, however, would not take into account any income with respect to any of our taxable years for which we have no earnings and profits. Adjustments are provided generally to prevent double taxation at the time of later distributions on or dispositions of Common Shares.

The QEF election also allows the Electing U.S. Shareholder to (i) generally treat any gain realized on the disposition of our common shares (or deemed to be realized on the pledge of such shareholder's common shares) as capital gain; (ii) treat such shareholder's share of our net capital gain, if any, as long-term capital gain instead of ordinary income; (iii) probably (although in the absence of regulations this matter is not free from doubt) retain in the case of an individual Electing U.S. Shareholder, the "step-up" in the tax basis of Common Shares to the fair market value of such shares on the date of such Electing U.S. Shareholder's death (which would otherwise not be retained); and (iv) generally avoid interest charges resulting from PFIC status altogether.

In the event we are deemed a PFIC, we intend to comply with the reporting requirements prescribed by Treasury regulations. In particular, we will maintain information so that our ordinary earnings and net capital gain may be determined. However, future regulations may contain reporting and record-keeping requirements that are so onerous that it would not be practicable for us to comply. If, after review of the requirements, we decide not to comply with the PFIC record-keeping requirements, we will so notify our shareholders.

A QEF Election must be made by attaching the following documents to the timely filed U.S. federal income tax return for the first taxable year of the U.S. Shareholder in which or with which our taxable year during which we were a PFIC and the U.S. Shareholder held (or was considered to have held) common shares ends: (i) a "Shareholder Section 1295 Election Statement" executed by the U.S. Shareholder, (ii) a "PFIC Annual Information Statement" received by the U.S. Shareholder from us, and (iii) a Form 8621. In addition, the Electing U.S. Shareholder must file a copy of the Shareholder Section 1295 Election Statement with the Internal Revenue Center, PO Box 21086, Philadelphia, PA 19114. In the case of common shares owned through a U.S entity, the election is made at the entity level.

Dividends paid on our common shares (including any Canadian taxes withheld) to an Electing U.S. Shareholder will be treated as ordinary dividend income for United States federal income tax purposes to the extent of our current and accumulated earnings and profits (as computed for U.S. federal income tax purposes) unless paid out of earnings and profits that were taxed to the Electing U.S. Shareholder under the QEF rules. Such dividends generally will not qualify for the dividends-received deduction available to corporations. Amount in excess of such earnings and profits will be applied against the Electing U.S. Shareholder's tax basis in the common shares, and to the extent in excess of such tax basis, will be treated as gain from a sale or exchange of such common shares.

Subject to the limitations set forth in Section 904 of the Code (which generally restricts the availability of foreign tax credits to a U.S. Shareholder's tax liability attributable to foreign-source income of the same type as the income with respect to which the tax was imposed, as determined under complex U.S. tax rules), the Canadian tax withheld or paid with respect to dividends on the common shares generally may be taken as a foreign tax credit against United States federal income taxes by an Electing U.S. Shareholder who chooses to claim such a credit for the taxable year. Electing U.S. Shareholders who do not choose to claim foreign tax credits for a taxable year may claim United States tax deduction for such Canadian tax in such taxable year.

Any gain or loss on a sale or exchange of common shares by an Electing U.S. Shareholder will be capital gain or loss, which will be long-term capital gain or loss if the common shares have been held for more than one year, and otherwise will be short-term capital or loss. The sale of common shares through certain brokers may be subject to the information reporting and back-up withholdings rules of the Code.

If a U.S. Shareholder does not timely make a QEF Election for the first taxable year during which he holds (or is considered to hold) the common shares in question and we are a PFIC (a "Non-electing U.S. Shareholder"), then special rules under Section 1291 will apply to (i) gains realized on the disposition (or deemed to be realized by reason of a pledge) of common shares, and (ii) certain "excess distribution" (as defined in the Code) by us. We have never made any distributions with respect to our common shares and we do not anticipate making any such distribution in the foreseeable future.

A non-electing U.S. Shareholder generally would be required to pro-rate all gains realized on the disposition of our common shares and all excess distributions over such shareholder's entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. Shareholder (provided such U.S. Shareholder's holding period and beginning after December 31, 1986 for which it was a PFIC) would be taxed at the highest tax rates for each such prior year applicable to ordinary income. Special foreign tax credit rules apply with respect to withholding taxes imposed on amounts that are treated as excess distributions. The Non-electing U.S. Shareholder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing U.S. Shareholder that is not a corporation must treat this interest charge as "personal interest" which is non-deductible. The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution and no interest charge will be incurred with respect to such balance.

If we are a PFIC for any taxable year during which a non-electing U.S. Shareholder holds, or is considered to hold, our common shares, then we will continue to be treated as a PFIC with respect to such common shares, even if we no longer meet the definition of a PFIC. A Non-electing U.S. Shareholder may determine this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-electing U.S. Shareholders) as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC. Certain other elections are also available to Non-Electing U.S. Shareholders.

Certain special, generally adverse, rules will apply with respect to our common shares while we are a PFIC, regardless of whether the common shares are held, or considered to be held, by an Electing or Non-electing U.S. Shareholder. For example, under Section 1297(b)(6) of the Code, a U.S. Shareholder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such stock. In addition, under Section 1291(f) of the Code, the Treasury has authority to issue regulations that would treat as taxable certain transfers that are generally not so treated, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death, although it is not clear that such authority extends to transfers by Electing U.S. Shareholders.

The foregoing discussion is based on existing provisions of the Code, existing and proposed regulations thereafter, and current administrative rulings and court decisions, all of which are subject to change. Any such changes could affect the validity of this discussion. In addition, the implementation of certain aspects of the PFIC rules requires the issuance of regulations which in many such instances have not yet been promulgated and which may have retroactive effect. Furthermore, legislation has been proposed which would replace the PFIC provisions with a consolidated anti-deferral regime. While this legislation was vetoed, it may be re-introduced in subsequent years.

ALL PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES.

We have placed reliance upon Morgan & Company, Chartered Accountants, of 700 West Georgia Street, Suite 1488, Vancouver, B.C., Canada V7Y 1A1, as experts in accounting and auditing matters relating to the disclosure in this annual report and the financial statements included therein.

All financial information and related contents included in this annual report have been reviewed and authorized by Morgan & Company.

You may review a copy of our filings with the SEC, including exhibits and schedules filed with it, at the SEC's public reference facilities at 100 F Street NE, Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The SEC maintains a Web site (HTTP://WWW.SEC.GOV) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. We have made our filings with the SEC electronically as a reporting foreign private issuer.

Market risk represents the risk of loss that may impact our financial statements due to adverse changes in financial market prices and rates, including foreign exchange and interest rates.

Our functional currency is the Canadian dollar with expenses predominantly incurred in Canadian dollars. A relatively small portion of expenses is in U.S. dollars creating some exposure to both currency transaction and currency translation risk. The fluctuation of the US dollar in relation to the Canadian dollar will consequently have a relatively minor financial impact on our operations and may also affect the value of our assets and the amount of our shareholders’ equity. We have not entered into any agreements or purchased any instruments to hedge possible currency risks at this time.

We currently have no significant exposure to changes in interest rates. Our long-term and short-term debt is non-interest bearing and requires no interest payments. Thus, we have not entered into any agreement or purchased any instrument to hedge against possible interest rate risks at this time. Our interest earning investments are relatively small. So any reductions in interest rates will have a relatively minor effect on interest income from these investments.

In December 2006, we adopted an incentive stock option plan but to date no stock options have been granted and no stock options are outstanding.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this twelve month transition report, being January 31, 2007, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our company’s Chief Executive Officer and our Chief Financial Officer concluded that our company’s disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no changes in our company’s internal controls or in other factors, which could affect internal control subsequent to the date we carried out our evaluation.

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

Our company’s board of directors acts as our audit committee. Our board of directors undertakes an independent review of our company’s financial statements, and meets with management to determine the adequacy of internal controls and other financial reporting matters. The members of our board of directors are Linda Smith, Shannon Krell, Alexander Mancor and Andre Pauwels. Our board of directors has determined that Alexander Mancor is the only member of our board of directors that is “independent” as the term is used in Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and the definition of independent director as defined in section 4200 of the Marketplace Rules of the NASD.

Our board of directors has determined that it does not have a member that qualifies as an “audit committee financial expert” as defined in Item 401(e) of Regulation S-B. We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

Our board of directors has adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company’s officers including President , Chief Financial Officer, contractors, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

(1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

(4) the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

Our Code of Business Conduct and Ethics requires, among other things, that all of our company’s personnel shall be accorded full access to our president with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company’s personnel are to be accorded full access to our company’s board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our company officers.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company’s President. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the President, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our Code of Business Conduct and Ethics by another.

During the fiscal years ended January 31, 2007 and 2006, we incurred approximately $14,000 and $12,000 respectively in fees to its principal independent accountant for professional services rendered in connection with the audits of our year end financial statements and its annual report filed on Form 20-F.

During fiscal years ended January 31, 2007 and 2006, we did not incur any fees for professional services rendered by our principal independent accountant for any of the following:

(i) information technology services including, but not limited to, operating or supervising or managing our information or local area network or designing or implementing a hardware or software system that aggregate source data underlying the financial statements.

(ii) any other non-assurance services including, but not limited to, tax-related services, actuarial services or valuation services.

The financial statements for the years ended January 31, 2007 and 2006 were audited by Morgan & Company, Chartered Accountants. The financial statements for the year ended January 31, 2005 were audited by other auditors who have ceased operations. These auditors expressed an opinion without reservation in their report dated April 4, 2005. All are prepared in accordance with generally accepted accounting principles in Canada and are reconciled to United States generally accepted accounting principles in the note disclosure. All figures are expressed in Canadian dollars.

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

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

			PAGE
PART I

ITEM 1.	Identity of Directors, Senior Management and Advisors
	1.1	Directors and Senior Management	1
	1.2	Advisors	1
	1.3	Auditor	1

ITEM 2.	Offer Statistics and Expected Timetable		2

ITEM 3.	Key Information
	3.1	Selected Financial Data	2
	3.2	Capitalization and Indebtedness	4
	3.3	Reasons for the Offer and Use of Proceeds	4
	3.4	Risk Factors	4

ITEM 4.	Information on the Company
	4.1	History and Development	8
	4.2	The Dotted Lake Property	10
	4.3	Competition	12
	4.4	Management & Employees	13
	4.5	Environmental Regulations	13

ITEM 5.	Operating and Financial Review and Prospects
	5.1	Results of Operations	14
	5.2	Liquidity and Capital Resources	15

ITEM 6.	Directors, Senior Management and Employees
	6.1	Directors and Senior Management	16
	6.2	Compensation of Directors	17
	6.3	Board Practices	18
	6.4	Employees	19
	6.5	Share Ownership of Directors and Officers	19

ITEM 7.	Major Shareholders and Related Party Transactions
	7.1	Beneficial Ownership	19
	7.2	Related Party Transactions	20
	7.3	Interests of Experts and Counsel	21

ITEM 8.	Financial Information
	8.1	Legal Proceedings	21
	8.2	Significant Changes	22

ITEM 9.	The Offer and Listing
	9.1	Offering and Listing Details	22

ITEM 10.	Additional Information
	10.1	Share Capital	22
	10.2	Memorandum and Articles of Association	23
	10.3	Material Contracts	24
	10.4	Exchange Controls and other Limitations Affecting Security Holders	24

	10.5	Canadian Federal Income Tax Consequences to United States Investors	25
	10.6	United States Federal Income Tax Consequences to U.S. Investors	25
	10.7	Statements by Experts	29
	10.8	Documents on Display	29
ITEM 11.	Quantitative and Qualitative Disclosures About Market Risk		30
ITEM 12.	Descriptions of Securities Other than Equity Securities
	12.1	Warrants	30
	12.2	Stock Options	30
	PART II
ITEM 13.	Defaults, Dividend Arrearages and Delinquencies		30
ITEM 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		31
	PART III
ITEM 15	Controls and Procedures		31
ITEM 16A	Audit Committee Financial Expert		31
ITEM 16B	Code of Ethics		32
ITEM 16C	Public Accountant Fees and Services		33
ITEM 16D	Exemptions from the listing Standards for Audit Committees		33
ITEM 16E	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		33
ITEM 17.	Financial Statements
ITEM 18.	Financial Statements
ITEM 19.	Exhibits
SIGNATURE

1.2	Advisors:

Not Applicable

1.3	Auditor:

Time Period	Average Exchange Rate for Period
Year ended Jan 31, 2007		$1.1357
Year ended Jan 31, 2006		$1.2006
Year ended Jan 31, 2005		$1.2912
Year ended Jan 31, 2004		$1.3422
Year ended Jan 31, 2003		$1.5650

Time Period	Low - High
Month ended January 31, 2007	$1.1647 - $1.1824
Month ended December 31, 2006	$1.1415 - $1.1652
Month ended November 31, 2006	$1.1275 - $1.1474
Month ended October 31, 2006	$1.1154 - $1.1384
Month ended September 30, 2006	$1.1052 - $1.1272
Month ended August 31, 2006	$1.1066 - $1.1312

1.	effect legal process upon us or upon individuals related to us within the United States;

2.	enforce judgments obtained in United States courts against us based upon the civil liability provisions of the United States securities law; or

3.	enforce United States court judgments based upon the civil liability provisions of the United States federal securities law.

Item 4		Information on the Company

4.1		History and Development

Planning , organization, supervision (senior geologist 9 days at $600 each):	$	5,400
Line cutting (15 kilometers at $500 each):	$	7,500
TDEM contract (12 kilometers at $1,500 each)	$	18,000
Mobilization of TDEM crew:	$	6,000
Supplemental VLF/HLEM ground surveys:	$	3,000
Research western area of the claims (senior geologist 6 days at $600 each):	$	3,600
Processing 2005 airborne VLF data:	$	2,500
Drafting, travel costs and miscellaneous:	$	3,000
Contingency 5%:	$	2,500

Total:	$	51,500

Contract price (1,000 meters at $85 per meter):	$	85,000
Drill mobilization and de-mobilization:	$	15,000
Drill site preparation:	$	7,200
Core boxes and supplemental drill supplies:	$	6,000
Assays (75 samples at $20):	$	1,500
Senior geologist supervision, organization, logging travel:	$	21,000
Field assistant for sampling and core handling (25 days at $200/day):	$	5,000
Report:	$	5,000
Drafting:	$	3,000
Domicile for geologist and field assistant:	$	5,200
Transportation (rental of trucks and snowmobiles)	$	2,000
Supplies for sampling and surveys, sample transport:	$	2,000
Permitting and reclamation:	$	6,000
Contingency 5%:	$	8,000

Total:	$	171,900

Name	Age
Linda Smith	58
Shannon Krell	30
Alexander Mancor	62
Andre Pauwels	62

Name	Age	Office
Linda Smith	58	President and Chief Executive Officer
Darcy Krell	59	Secretary and Chief Financial Officer

		Percentage of Outstanding
	Number of Shares Owned	Common Shares

Linda Smith	567,825	10.05%
Shannon Krell	0	0.00%
Alexander Mancor	0	0.00%
Darcy Krell	900,000	15.92%
	1,467,825	25.97%

Name of Shareholder	Number of Shares	Percentage of Issued Shares

Darcy Krell*	900,000	15.92%
Sherman Jen	637,500	11.28%
Linda Smith*	567,825	10.05%
Ryan Krell*	500,000	8.85%
Frank McGill	409,119	7.24%
	3,014,444	53.34%

	a)	we have paid or accrued $2,500 per month for management fees to Darcy Krell doing business as DK Financial Consultants. Mr. Krell is our secretary and is the spouse of our president, Ms. Linda Smith.

	b)	we have paid or accrued $1,500 per month for rent and office expenses to Darcy Krell doing business as DK Financial Consultants.

	c)	as at January 31, 2007, Ryan Krell, brother of Shannon Krell, our director, and son of Darcy Krell, our secretary, has advanced a total face amount of $106,754 to us as a convertible non-interest bearing promissory note with no fixed terms of repayment. This amount is currently outstanding and will mature on January 1, 2008 unless converted into equity prior to maturity. Each $0.05 of principal outstanding is convertible into one common share which is equivalent to 2,135,080 shares.

	e)	as at January 31, 2007, Linda Smith, our president and a director, has advanced a total of $411,129 to us as a non-interest bearing loan with no fixed term and no guarantee of repayment. This amount is currently outstanding.

	f)	as at January 31, 2007, Darcy Krell, our secretary and chief financial officer, has advanced a total of $377,445 to us as a non-interest bearing loan with no fixed term and no guarantee of repayment. This amount is currently outstanding.

Period		High		Low
February 1, 1999 to January 31, 2000	$	0.15	$	0.03
February 1, 2000 to January 31, 2001	$	0.25	$	0.06
February 1, 2001 to July 12, 2001	$	0.10	$	0.06

Item 10.		Additional Information

	10.1	Share Capital

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds

Exhibit 1:	Financial Statements
Exhibit 2:	Certificate of Incorporation*
Exhibit 3:	Memorandum and Articles of Association*
Exhibit 4:	Management Agreement dated November 1, 2000 between Gemstar Resources Ltd. and Darcy Krell doing business as DK Financial Consultants.*
Exhibit 5:	Consent of Geologist**
Exhibit 12.1:		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 12.2:		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
Exhibit 13.1:		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 13.2:		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

		GEMSTAR RESOURCES LTD.

Dated: June 20, 2007
	By:	/s/ Linda Smith

		Linda Smith,
		President and Chief Executive Officer