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

~~Form~~FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~April~~July 3031, 2013

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

For the transition period from ~~________________~~___________________ to ~~_________________~~___________________

Commission File Number 000-54700

GOLD AND GEMSTONE MINING INC.
(Exact name of registrant as specified in its charter)

Nevada	98-0642269
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2144 Whitekirk Way, Draper, Utah	84020
(Address of principal executive offices)	(Zip Code)

(801) 882-1179
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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.
[X] YES [ ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. ~~150~~166,~~750~~250,000 common shares issued and outstanding as of ~~June~~September 1830, 2013.

GOLD AND GEMSTONE MINING INC.

Form 10-Q

No table of contents entries found.

PART I – FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	5

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13

Item 4.	Controls and Procedures	13

PART II – OTHER INFORMATION		13

Item 1.	Legal Proceedings	13

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 3.	Defaults Upon Senior Securities	13

Item 4.	Mine Safety Disclosures	14

Item 5.	Other Information	14

Item 6.	Exhibits	14

SIGNATURES		16

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

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

GOLD AND GEMSTONE MINING INC.

(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

~~APRIL~~JULY 3031, 2013

GOLD AND GEMSTONE MINING INC. (AN EXPLORATION STAGE COMPANY) BALANCE SHEETS (unaudited) AS OF ~~APRIL~~JULY 3031, 2013 AND JANUARY 31, 2013

		April 30,
		July 31,
		2013			January 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	0		$	0
Deferred financing costs		6,750			0
TOTAL ASSETS	$	6,750		$	0
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Bank overdraft	$	3,~~791~~801		$	20
Accrued expenses		64116,~~276~~300			71,276
Accrued interest		34,~~478~~444			2,513
Shareholder loans		900			900
Convertible notes payable, net of debt discount		9074,~~015~~395			19,451
Derivative liability		143,850			14,437
Note payable		664			664
Total Current Liabilities		~~306~~344,~~974~~354			109,261
Long-term Debt
Convertible notes payable		023,092			23,092
Total Liabilities		~~306~~367,~~974~~446			132,353
Stockholders’ Equity (Deficit)
Common stock, $.0001 par value, 400,000,000 shares authorized, 150,750,000 shares issued and outstanding		150,750			150,750
Common stock, $.001 par value, 400,000,000 shares authorized, 166,250,000 shares issued and outstanding (January 31, 2013-150,750,000)		166,250			150,750
Additional paid in capital		1,~~977~~477			1,977
Deficit accumulated during the exploration stage		(~~452~~528,~~951~~423	)		(285,080	)
Total Stockholders’ Equity (Deficit)		(~~300~~360,~~224~~696	)		(132,353	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	6,750		$	0

See accompanying notes to financial statements.

F-1

GOLD AND GEMSTONE MINING INC. (AN EXPLORATION STAGE COMPANY) STATEMENTS OF OPERATIONS (unaudited) FOR THE THREE MONTHS AND SIX MONTHS ENDED ~~APRIL~~JULY 3031, 2013 AND 2012 FOR THE PERIOD FROM MARCH 5, 2008 (INCEPTION) TO ~~APRIL~~JULY 3031, 2013

								~~Period from~~						Period from
		Three months			Three months			March 5, 2008
														March 5,
		ended April 30,			ended April 30,			(Inception) to
		Three			Three									2008
		2013			2012			April 30, 2013
		months			months			Six months			Six months			(Inception)
REVENUES	$	0		$	0		$	0
		ended July			ended July			ended July			ended July			to July 31,
OPERATING EXPENSES
		31, 2013			31, 2012			31, 2013			31, 2012			2013
Incorporation costs		0			0			840
REVENUES	$	0		$	0		$	0		$	0		$	0
Professional fees		15,191			11,847			90,967
OPERATING EXPENSES
Consulting fees		0			7,000			57,000
Incorporation costs		0			0			0			0			840
Transfer agent expense		0			2,954			24,038
Professional fees		2,025			15,033			17,216			26,880			85,992
Compensation		7,700			0			7,700
Consulting fees		50,000			30,000			50,000			37,000			107,000
General and administrative		9,629			0			27,294
Transfer agent expense		0			3,855			0			6,809			24,038
TOTAL OPERATING EXPENSES		32,520			21,801			200,839
Compensation		9,135			0			16,835			0			16,835
LOSS FROM OPERATIONS		(32,520	)		(21,801	)		(200,839	)
General and administrative		8,375			21			18,004			21			35,669
OTHER INCOME (EXPENSE)
TOTAL OPERATING EXPENSES		69,535			48,909			102,055			70,710			270,374
Interest expense		(966	)		0			(3,784	)
LOSS FROM OPERATIONS		(69,535	)		(48,909	)		(102,055	)		(70,710	)		(270,374	)
Amortization of debt discount		(4,972	)		0			(10,855	)
OTHER INCOME (EXPENSE)
Change in value of derivative liability		(129,413	)		0			(123,563	)
Interest expense		(965	)		0			(1,931	)		0			(4,749	)
TOTAL OTHER INCOME (EXPENSE)		(135,351	)		0			(138,202	)
Amortization of debt discount		(4,972	)		0			(9,944	)		0			(15,827	)
LOSS BEFORE INCOME TAXES		(167,871	)		(21,801	)		(339,041	)
Change in value of derivative liability		-			0			(129,413	)		0			(123,563	)
PROVISION FOR INCOME TAXES		0			0			0
TOTAL OTHER INCOME (EXPENSE)		(5,937	)		0			(141,288	)					(144,139	)
NET LOSS	$	(167,871	)	$	(21,801	)	$	(339,041	)
LOSS BEFORE INCOME TAXES		(75,472	)		(48,909	)		(243,343	)		(70,710	)		(414,513	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)
PROVISION FOR INCOME TAXES		0			0			0			0			0
WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED		150,750,000			330,750,000
NET LOSS	$	(75,472	)	$	(48,909	)	$	(243,343	)	$	(70,710	)	$	(414,513	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED		161,083,333			242,750,000			154,583,333			286,750,000

See accompanying notes to financial statements.

F-2

GOLD AND GEMSTONE MINING INC. (AN EXPLORATION STAGE COMPANY) STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (unaudited) FOR THE PERIOD FROM MARCH 5, 2008 (INCEPTION) TO ~~APRIL~~JULY 3031, 2013

										Deficit accumulated
										during the
	Common stock						Additional paid in			exploration
	Shares			Amount			capital			stage			Total
Inception, March 5, 2008	-		$	-		$	-		$	-		$	-
Net loss for the period from March 5, 2008 (inception) to January 31, 2009	-			-			-			(840	)		(840	)
Balance, January 31, 2009	-			-			-			(840	)		(840	)
Shares issued for cash	270,000,000			6,000			-			-			6,000
Net loss for the year ended January 31, 2010	-			-			-			(4,900	)		(4,900	)
Balance, January 31, 2010	270,000,000			6,000			-			(5,740	)		260
Shares issued for cash	60,750,000			1,350			25,650			-			27,000
Net loss for the year ended January 31, 2011										(20,108	)		(20,108	)
Balance, January 31, 2011	330,750,000			7,350			25,650			(25,848	)		7,152
Forgiveness of shareholder debt	-			-			3,840			-			3,840
Net loss for the year ended January 31, 2012	-			-			-			(28,301	)		(28,301	)
Balance, January 31, 2012	330,750,000			7,350			29,490			(54,149	)		(17,309	)
Cancellation and retirement of shares	(180,000,000	)		(4,000	)		4,000			-			0
Par value adjustment for 45:1 stock split	-			147,400			(33,490	)		(113,910	)		0
Forgiveness of shareholder debt	-			-			1,977			-			1,977
Net loss for the year ended January 31, 2013	-			-			-			(117,021	)		(117,021	)
Balance, January 31, 2013	150,750,000			150,750			1,977			(285,080	)		(132,353	)
Net loss for the period ended April 30, 2013	-			-			-			(167,871	)		(167,871	)
Shares issued for debt	15,500,000			15,500			(500	)		-			15,000
Balance, April 30, 2013	150,750,000		$	150,750		$	1,977		$	(452,951	)	$	(300,224	)
Net loss for the period ended July 31, 2013	-			-			-			(243,343	)		(243,343	)
Balance, July 31, 2013	166,250,000		$	166,250		$	1,477		$	(528,423	)	$	(360,696	)

See accompanying notes to financial statements.

F-3

GOLD AND GEMSTONE MINING INC. (AN EXPLORATION STAGE COMPANY) STATEMENTS OF CASH FLOWS (unaudited) FOR THE ~~THREE~~SIX MONTHS ENDED ~~APRIL~~JULY 3031, 2013 AND 2012 FOR THE PERIOD FROM MARCH 5, 2008 (INCEPTION) TO ~~APRIL~~JULY 3031, 2013

								Period from
		Three months			Three months			March 5, 2008
		Six months			Six months			March 5, 2008
		ended April 30,			ended April 30,			(Inception) to
		ended July 31,			ended July 31,			(Inception) to
		2013			2012			~~April~~July 3031, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(~~167~~243,~~871~~343	)	$	(2170,~~801~~710	)	$	(~~339~~414,~~041~~513	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		49,~~972~~944			0			1015,~~855~~827
Change in value of derivative liability		129,413			0			123,563
Changes in assets and liabilities:
Increase in deferred financing costs		(6,750	)		0			(6,750	)
Increase in bank overdraft		3,~~771~~781			0			3,~~791~~801
Increase (decrease) in accrued expenses		(745,~~000~~025	)		846,~~004~~558			64116,~~276~~300
Increase in accrued interest		~~965~~1,930			0			34,~~478~~444
Net Cash Used in Operating Activities		(4260,~~500~~000	)		(1324,~~797~~152	)		(~~139~~157,~~828~~328	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable		0			0			664
Proceeds from convertible notes payable		4260,~~500~~000			08,855			99116,~~447~~947
Proceeds from shareholder loans		0			1315,~~797~~297			15,176
Repayment of shareholder loans		0			0			(8,459	)
Proceeds from sale of common stock		0			0			33,000
Net Cash Provided by Financing Activities		4260,~~500~~000			1324,~~797~~152			~~139~~157,~~828~~328
NET DECREASE IN CASH AND CASH EQUIVALENTS		0			0			0
Cash and cash equivalents, beginning of period		0			0			0
Cash and cash equivalents, end of period	$	0		$	0		$	0
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	0		$	0		$	0
Income taxes paid	$	0		$	0		$	0
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:
Forgiveness of shareholder debt	$	0		$	0		$	5,817
Derivative liability recorded on initial valuation of convertible notes payable	$	0		$	0		$	20,287
Shares issued for debt	$	15,000		$	0		$	15,000

See accompanying notes to financial statements.

F-4

GOLD AND GEMSTONE MINING INC. (AN EXPLORATION STAGE COMPANY) NOTES TO THE FINANCIAL ~~STATEMENTS~~STATEMENTSJULY ~~APRIL 30~~31, 2013

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business
Gold and GemStone Mining Inc. (formerly Global GSM Solutions, Inc.) (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on March 5, 2008.

On April 24, 2012, the Company amended its articles of incorporation to change the name of the Company to Gold and GemStone Mining Inc. The Company's principal business is the acquisition and exploration of mineral resources.

Exploration Stage Company
The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") 915, Development Stage Entities.

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

Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a January 31 fiscal year end.

Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $0 and $0 of cash as of ~~April~~July 3031, 2013 and January 31, 2013 respectively.

Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, bank overdrafts, accrued expenses, accrued interest and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

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

F-5

GOLD AND GEMSTONE MINING INC. (AN EXPLORATION STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS ~~APRIL~~JULY 3031, 2013

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of ~~April~~July 3031, 2013.

Comprehensive Income The Company has ~~established~~which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose ~~this~~ this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Derivative financial instruments
FASB ASC subtopic 815-40, Derivatives and Hedging, Contracts in Entity’s own Equity (“ASC 815-40”) became effective for the Company on October 1, 2009. The Company has derivative liabilities resulting from the issuance of certain convertible debt, which were measured at fair value on a recurring basis using an option pricing model, consistent with level 3 inputs. See Note 5.

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

NOTE 2 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has a working capital deficit, has not yet received revenues from sales of products or services, and has incurred losses since inception. Further losses are anticipated in the development of our business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.

F-6

GOLD AND GEMSTONE MINING INC. (AN EXPLORATION STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS ~~APRIL~~JULY 3031, 2013

NOTE 3 – ACCRUED EXPENSES

Accrued expenses consisted of the following at ~~April~~July 3031, 2013 and January 31, 2013:

		2013		2012
		July 31,		January 31,
		2013		2013
Audit fees	$	0	$	7,000
Accounting fees		24,~~100~~124		2,100
Legal		8,691		8,691
Transfer agent		864		864
Consulting		50100,000		50,000
Promotion		2,621		2,621
	$	64116,~~276~~300	$	71,276

NOTE 4 – DUE TO RELATED PARTIES

An officer loaned $840 to the Company on March 5, 2008 and an additional $3,000 to the Company during the year ended January 31, 2011. The loans were due on demand, non-interest bearing and unsecured. The loans were forgiven during the year ended January 31, 2012 and recorded as contributed capital in accordance with ASC 470-50.

Additionally, during the year ended January 31, 2012, a shareholder and officer paid for expenses totaling $10,436. The amount is unsecured, non-interest bearing and due on demand. During the year ended ~~April~~July 3031, 2013, $8,459 of this amount was repaid with the remaining $1,977 forgiven and recorded as contributed capital in accordance with ASC 470-50.

Also during the year ended January 31, 2013 a shareholder loaned the Company $900. The loan is unsecured, non-interest bearing and due on demand.

NOTE 5 – NOTES AND CONVERTIBLE NOTES PAYABLE

On February 22, 2012, the Company issued a convertible promissory note payable for $7,000. The note bears 10% interest, is secured by stock of the Company and is due in full on February 22, 2015. The loan and any accrued interest can be converted into shares of the Company’s common stock at any time at the market value on the date of conversion.

On May 30, 2012, the Company issued a convertible promissory note payable for $16,092. The note bears 10% interest, is secured by stock of the Company and is due in full on May 29, 2015. The loan and any accrued interest can be converted into shares of the Company’s common stock at any time at the market value on the date of conversion.

On July 17, 2012, the Company issued a convertible promissory note payable for $8,855. The note bears 8% interest, is secured by stock of the Company and is due in full on July 18, 2013. The loan and any accrued interest can be converted into shares of the Company’s common stock at any time at the average trading price of the Company’s stock for the 30 days preceding the conversion date. The Company valued the derivative liability associated with the beneficial conversion feature at $3,244 which was recorded as a discount on the debt and is being amortized over the life of the loan. Amortization of the debt discount of $811 was recorded during the period ended ~~April~~July 3031, 2013. The ~~Company~~ Company used the following inputs to value the beneficial conversion feature; $0.04 stock price on the grant date; $0.06 exercise price; 1 year life; 178.525% volatility; and 0.18% risk-free interest rate.

F-7

GOLD AND GEMSTONE MINING INC. (AN EXPLORATION STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS ~~APRIL~~JULY 3031, 2013

NOTE 5 – NOTES AND CONVERTIBLE NOTES PAYABLE (continued)

On October 31, 2012, the Company issued a convertible promissory note payable for $25,000. The note bears 6% interest, is secured by stock of the Company and is due in full on October 31, 2013. The loan and any accrued interest can be converted into shares of the Company’s common stock at any time at the average trading price of the Company’s stock for the 30 days preceding the conversion date. The Company valued the derivative liability associated with the beneficial conversion feature at $17,043 which was recorded as a discount on the debt and is being amortized over the life of the loan. Amortization of the debt discount of $4,261 was recorded during the period ended ~~April~~July 3031, 2013. The Company used the following inputs to value the beneficial conversion feature; $0.08 stock price on the grant date; $0.08 exercise price; 1 year life; 199.48% volatility; and 0.18% risk-free interest rate.

On January 25, 2013, the Company issued a promissory note payable for $664. The note bears 8% interest, is unsecured and due on January 26, 2014.

On February 22, 2013 the Company issued a promissory note payable for $ 42,500. The note bears interest at 8% is secured by stock of the Company and is due in full on November 26, 2013. Financing costs related to the note payable of $ 6,250 will be amortized over the life of the note.

~~Total~~On June 19, 2013, the Company entered into a credit facility agreement in the total amount of $ 300,000. In the event that the Company repays any loan amounts within 90 days of the effective date of the agreement (June 19, 2013) the loan will be non-interest ~~expense~~bearing. In the event that the loan balance is not repaid within the 90 day period, there will be charged a 12% interest fee. The amount of any draws made on the ~~notes~~credit ~~and~~facility is convertible ~~notes~~into ~~payable~~shares ~~was~~of common stock of the Company at the lower of $~~2,513~~ ~~during~~0.0025 per share or the lowest ~~year~~trading ~~ended~~price ~~April~~of 30the shares of the common stock in the last 25 days before the date of the conversion. As at July 31, 2013., $17,500 of the credit facility had been utilized

InTotal ~~accordance~~interest ~~with~~expense ~~ASC~~on ~~subtopic 815-40,~~ the ~~beneficial conversion~~notes ~~features~~and ~~of the~~ convertible notes payable ~~were~~was ~~revalued as of April 30, 2013 at~~ $~~143~~2,~~850~~513 ~~using~~during the ~~following~~period ~~inputs;~~ended ~~$0.05~~July ~~stock price on the grant date; $0.01 exercise price; 2-6 month life; 250.12% volatility; and 0.12% - 0.14% risk-free interest rate. The change in the value of the derivative liability of $129~~31,~~413~~ ~~has been recorded in other income~~2013.

In accordance with ASC subtopic 815-40, the beneficial conversion features of the convertible notes payable were revalued as of July 31, 2013 at $143,850 using the following inputs; $0.05 stock price on the grant date; $0.01 exercise price; 2-6 month life; 250.12% volatility; and 0.12% - 0.14% risk-free interest rate. The change in the value of the derivative liability of $129,413 has been recorded in other income.

NOTE 6 – COMMON STOCK

The Company had 75,000,000 common shares authorized with a par value of $ 0.001 per share. On April 11, 2012, the Company filed an amendment to increase the authorized shares to 400,000,000 with a par value of $0.001 per share.

On January 19, 2010, the Company issued 270,000,000 shares of its common stock for total cash proceeds of $6,000. On October 28, 2010, the Company issued 60,750,000 shares of its common stock for total cash proceeds of $27,000.

On October 28, 2010, the Company issued 60,750,000 shares of its common stock for total cash proceeds of $27,000.

On April 11, 2012, the Company filed a certificate of change effecting a 45 to 1 forward stock split. All share and per share data in these financial statements and footnotes has been adjusted retrospectively to account for the stock split.

On May 4, 2012, a shareholder returned and cancelled 180,000,000 shares of common stock.

Total shares of common stock outstanding as of April 30, 2013 and January 31, 2013 were 150,750,000.

F-8

GOLD AND GEMSTONE MINING INC. (AN EXPLORATION STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS ~~APRIL~~JULY 3031, ~~2013~~

NOTE 6 – COMMON STOCK (continued)

On June 26, 2013 and July 17, 2013 the Company issued 7,500,000 and 8,000,000 shares of its common stock for $9,000 and $6,000 of debt.

Total shares of common stock outstanding as of July 31, 2013 and January 31, 2013 were 166,250,000 and 150,750,000 respectively.

NOTE 7 – COMMITMENTS

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

On May 4, 2012, the Company entered into a collaboration agreement (the “JV Agreement”) with Ridgeback Mining (Sierra Leone) Limited (“RMSL”) regarding a joint venture on three prospective diamond and gold properties in Sierra Leone (the “Properties”). Pursuant to the JV Agreement, the Company has initiated the incorporation of Gold and Gemstone Sierra Leone Limited, a Sierra Leone company (the “JV Company”). The shares capital of the JV Company is distributed equally between our company and the shareholders of RMSL, with our company holding fifty percent and profits will be distributed evenly as well. Pursuant to the terms of the JV Agreement, RMSL will transfer the Properties into JV Company and we will provide ongoing financing for all joint venture operations. Our investment into the JV Company is required to reach $1,500,000 per concession for an aggregate total of $4,500,000 within the first twelve months of operation. Two of the three concessions (the Sandia Concession and the Nyamundu concession) were assigned in to the JV Company on October 22, 2012. If we do not invest the required $1,500,000 per concession by October 31, 2013, each concession for which the requirement was not fulfilled will be returned to the ownership of RMSL. At this time the third concession (the Kambaya Concession) has not been assigned by RMSL in to the JV Company and therefore there is no commitment to raise the $1,500,000 until 12 months after it has been assigned to the JV Company.

NOTE 8 – INCOME TAXES

As of ~~April~~July 3031, 2013, the Company had net operating loss carry forwards of approximately $~~339~~364,000 that may be available to reduce future years’ taxable income in varying amounts through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following for the ~~three~~six months ended ~~April~~July 3031, 2013 and 2012:

		2013			2012
Federal income tax benefit attributable to:
Current operations	$	5782,~~076~~700		$	924,~~622~~041
Less: valuation allowance		(5782,~~076~~700	)		(924,~~622~~041	)
Net provision for Federal income taxes	$	0		$	0

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of April 30, 2013 and January 31, 2013:

		April 30,			January 31,
		2013			2013
Deferred tax asset attributable to:
Net operating loss carryover	$	115,274		$	58,198
Less: valuation allowance		(115,274	)		(58,198	)
Net deferred tax asset	$	0		$	0

F-9

GOLD AND GEMSTONE MINING INC. (AN EXPLORATION STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS ~~APRIL~~July 3031, 2013

NOTE 8 – INCOME TAXES (~~CONYINUED~~CONTINUED)

~~Due~~The tocumulative ~~the~~tax ~~change~~effect inat ~~ownership provisions of~~ the ~~Tax~~expected ~~Reform~~rate ~~Act~~ of ~~1986,~~34% ~~net operating loss carry forwards~~ of ~~approximately $339,000 for Federal~~ ~~income~~significant ~~tax~~items ~~reporting~~comprising ~~purposes~~our ~~are~~net ~~subject~~deferred totax ~~annual~~amount ~~limitations.~~is ~~Should~~as afollows ~~change~~as of inJuly ~~ownership~~31, ~~occur~~2013 ~~net~~and ~~operating~~January ~~loss~~31, ~~carry~~2013: ~~forwards may be limited as to use in future years.~~

		July 31,			January 31,
		2013			2013
Deferred tax asset attributable to:
Net operating loss carryover	$	140,898		$	58,198
Less: valuation allowance		(140,898	)		(58,198	)
Net deferred tax asset	$	0		$	0

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $389,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to ~~April~~July 3031, 2013 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the ~~events~~event described ~~above~~below.

On September 5, 2013, the Company converted $4,500 of debt into 8,000,000 shares of common stock of the Company.

F-10

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

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

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

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

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Gold and GemStone Mining Inc., unless otherwise indicated.

General Overview

We were incorporated in the State of Nevada as a for-profit company on March 5, 2008 under the name Global GSM Solutions Inc. We established a fiscal year end of January 31. We do not have revenues, have minimal assets and have incurred losses since inception. Our company was originally formed to develop, manufacture, and distribute our product and services to the gaming and vending industry that allows remote monitoring of amusement and vending devices. Our product was intended to improve security, productivity, and profitability of devices such as arcade games, toy dispensing machines, redemption games and vending machines. We were not able to raise sufficient capital to carry out our business plan and our management changed our focus to acquiring operating assets or businesses. On May 4, 2012, we entered into a collaboration agreement (the “JV Agreement”) and changed our business to that of mineral exploration.

Our common stock was initially approved for quotation on the OTC Bulletin Board under the symbol “GGSM” on December 27, 2010. On April 24, 2012, we filed a Certificate of Amendment with the Nevada Secretary of State to change our name from Global GSM Solutions Inc. to Gold and GemStone Mining Inc. and to increase our authorized capital from 75,000,000 to 400,000,000 shares of common stock, par value of $0.001. These amendments became effective on April 30, 2012 upon approval from the Financial Industry Regulatory Authority (“FINRA”). Also effective April 30, 2012, our issued and outstanding shares of common stock increased from 7,350,000 to 330,750,000 shares of common stock, par value of $0.001, pursuant to a 1 old for 45 new forward split of our issued and outstanding shares of common stock. On May 4, 2012 our company’s majority shareholders took a number of actions to reconfigure our capital structure. Our former directors and officers, Gennady Fedosov and Anna Ivashenko cancelled an aggregate of 180,000,000 shares of our common stock and transferred an additional 88,000,000 to incoming management. Subsequent to all cancellations and transfers, we had 150,750,000 shares issued and outstanding. Our CUSIP number is 380485102.

Other than as set out in this current report, 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 not in the ordinary course of our business.

Our Current Business

Our company was not successful as a development-stage company formed to develop, manufacture, and distribute our product and services of remote monitoring of amusement and vending devices to the gaming and vending industry. Our product was intended to improve security, productivity, and profitability of devices such as arcade games, toy dispensing machines, redemption games and vending machines. We had limited operations and are no longer in any of these businesses.

On May 4, 2012, we entered into a collaboration agreement (the “JV Agreement”) with Ridgeback Mining (Sierra Leone) Limited (“RMSL”) regarding a joint venture on three prospective diamond and gold properties in Sierra Leone. Pursuant to the JV Agreement, on March 22, 2012, we incorporated of Gold and Gemstone S. L. Limited, a Sierra Leone company (the “JV Company”). The share capital of the JV Company is distributed equally between our company and the shareholders of RMSL, with our company holding 50%. Profits will be distributed evenly as well. Pursuant to the terms of the JV Agreement, RMSL will transfer the properties into JV Company and we will provide ongoing financing for all joint venture operations. Our investment into the JV Company is required to reach $1,500,000 per concession for an aggregate total of $4,500,000 within the first twelve months of operation. Two of the three concessions (the Sandia Concession and the Nyamundu concession) were assigned in to the JV Company on October 22, 2012. If we do not invest the required $1,500,000 per concession within the first twelve months, each concession for which the requirement was not fulfilled will be returned to the ownership of RMSL. At this time the third concession (the Kambaya Concession) has not been assigned by RMSL in to the JV Company and therefore there is no commitment to raise the $1,500,000 until 12 months after it has been assigned to the JV Company.

Also on May 4, 2012, we accepted the resignation from Geoffrey Dart as our sole director and officers and accepted the consents to act of Charmaine King, Timothy Cocker and Tom Tucker. Ms. King was appointed as president, chief executive officer, chief financial officer, secretary, treasurer and as a director of our company. Mr. Cocker was appointed as our chief marketing officer and as a member of our board of directors, and Mr. Tucker was appointed as our vice president of African mining operations as well as a member of our board of directors. Mr. Cocker and Mr. Tucker have subsequently resigned from all of their positions on January 16, 2013 and January 17, 2013, respectively.

As of October 22, 2012, RMSL notified both the Nimikoro Chiefdom and the Nimiyama Chiefdom that RMSL has assigned the respective concession in to the JV Company effective October 29, 2012. The notice confirmed that we will have 12 months from the date of the assignment to raise $1,500,000 for each concession in to the JV Company or the concessions will revert back to RMSL.

On November 28, 2012, we entered into two separate agreements for the exploration and development of mineral properties in Africa. The agreements are summarized as follows:

Joint venture agreement between our company and TTM Global Enterprises Ltd., a company incorporated under the laws of the U.K. This agreement relates to the investment by our company into a 30% interest in mining operations in Siguiri, Guinea, Africa. The term of the agreement is 90 days, within which we are required to provide financing of $1,500,000 and take on the financial responsibilities for all administrative fees associated with operations on the property. Of the $1,500,000, $250,000 is a fee to TTM Global for acquiring the 30% interest in the property. The $250,000 is to be delivered to TTM Global within 30 days of signing the TTM Global joint venture agreement and the remaining $1,250,000 must be provided within 90 days.

Joint venture agreement between our company and Blue Orange Mining Limited, a company incorporated under the laws of Ghana. This agreement relates to the investment by our company into a 50% interest in thirteen gold concessions within the “Ashanti-belt” in Ghana. The term of the agreement is 90 days, within which we are required to provide financing of $5,000,000 towards the joint venture. Of the $5,000,000, $500,000 is a fee payable to Blue Orange for acquiring the 50% interest in the concessions. The $500,000 is to be delivered to Blue Orange within 30 days of signing the Blue Orange joint venture and the remaining $4,500,000 must be provided within 90 days.

We were unable to fulfill our payment obligations in respect of the Joint Venture Agreements with TTM Global Enterprises Ltd. and Blue Orange Mining Limited and, consequently, the agreements were terminated as at February 26, 2013.

Effective January 25, 2013, we entered into an investment agreement with Deer Valley Management, LLC whereby Deer Valley Management will provide for a non-brokered financing arrangement of up to $5,000,000. The financing allows, but does not require us to issue and sell up to the number of shares of common stock having an aggregate purchase price of $5,000,000 to Deer Valley Management. Subject to the terms and conditions of the financing agreement and a registration rights agreement, we may, in our sole discretion, deliver a notice to Deer Valley Management which states the dollar amount which we intend to sell to Deer Valley Management on a certain date. The maximum amount that we shall be entitled to sell to Deer Valley Management shall be equal to 200% of the average daily volume (U.S. market only) of the common stock for the 10 trading days prior to the applicable notice date so long as such amount does not exceed 4.99% of the outstanding shares of our company. Deer Valley Management will purchase our common stock valued at a 22.5% discount from the weighted average price for the 3 lowest closing bid prices during 10 consecutive trading days or the previous closing bid price, whichever is less, prior to delivery and receipt of our capital request. The shares that we sell to Deer Valley Management must be registered stock, among other conditions of investment.

In connection with the investment agreement, we also entered into a registration rights agreement with Deer Valley Management dated January 25, 2013, whereby we agreed to file a Registration Statement on Form S-1 with the Securities and Exchange Commission within 21 days of the date of the registration rights agreement. As at the date of this ~~annual~~ report we have not complied with our obligation to file a registration statement on Form S-1 pursuant to the registration rights agreement and the investment agreement with Deer Valley Management and we are therefore in default of those Agreements.

Effective February 8, 2013, our company entered into a collaboration agreement with Tell Mining Group for the exploration and development of mineral properties in Africa. Tell Mining is an active owner and developer of gold mining concessions in Ghana. Each concession constitutes a separate mining project. The agreement contemplates the creation of a joint venture company in Ghana (the “Ghana JV Company”) for which our company and Tell Mining shall each hold 50% of the issued and outstanding ordinary shares of the Ghana JV Company. Our company is required to deposit $10,000 cash with Tell Mining prior to commencement of mining along with 15% of net profits once in production, paid quarterly per concession. The term of the agreement is 5 years. As at the date of this ~~annual~~ report no action has been taken in respect of the collaboration agreement with Tell Mining and we have not made any payment pursuant to the agreement.

Effective February 22, 2013, our company entered into a ~~Securities~~securities ~~Purchase~~purchase ~~Agreement~~agreement with Asher Enterprises, Inc. Under the terms of the ~~Agreement~~agreement our company issued an 8% convertible promissory note, in the principal amount of $42,500, which note matures on November 26, 2013 and may be converted into shares of our company’s common stock at any time after 180 days from February 22, 2013, subject to adjustments as further set out in the Note. The conversion price shall be at a variable conversion rate of 55% multiplied by the market price, being the average of the lowest two trading prices for our company’s common stock during the 90 trading day period ending on the last complete trading day prior to the conversion date, subject to adjustments as further set out in the note. Our company received the sum of $42,500 principal under the note on February 22, 2013. The note is issued to Asher pursuant to Rule 506 of Regulation D of the Securities Act of 1933 on the basis that they represented to our company that they were an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.

Our Business

Upon the execution of the JV Agreement, we shifted our business focus to that of diamond exploration in Sierra Leone. The mining concessions which are the subject of our joint venture with RMSL are currently in the exploration stage and no reserves have been proven. Through the joint venture arrangement, we will undertake exploration activity on the mining concessions, and will also make efforts to increase our own land holdings and assets in the gold and diamond exploration industry throughout Africa.

Pursuant to the JV Agreement with RMSL, we are required to finance each of the three claims subject to our joint venture with a minimum of $1,500,000 per claim, for an aggregate total of $4,500,000. If we fail to invest the required amount for any of the claims within 12 months from the date upon which the mining concessions are transferred to the JV Company by written instrument registered with the applicable government authorities, the claims will revert back to the sole ownership of RMSL. We do not currently have enough funds to meet our investment obligations for any of the claims which are due by October 22, 2013.

Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three and Six Month ~~Period~~Periods Ended ~~April~~July 3031, 2013 Compared to ~~the~~ the Three and Six Month ~~Period~~Periods Ended ~~April~~July 3031, 2012 and the Period from Inception (March 5, 2008) to ~~April~~July 3031, 2013.

								Period from
														Period
		Three months			Three months			March 5, 2008
														from
		ended			ended			(Inception) to
														March 5,
		April 30,			April 30,			April 30,
		Three			Three			Six			Six			2008
		2013			2012			2013
		months			months			months			months			(Inception)
Revenue	$	Nil		$	Nil		$	Nil
		ended			ended			ended			ended			to
Operating Expenses	$	32,520		$	21,801		$	200,839
		July 31,			July 31,			July 31,			July 31,			July 31,
Other Expenses	$	135,351		$	Nil		$	138,202
		2013			2012			2013			2012			2013
Net Income (Loss)	$	(167,871	)	$	(21,801	)	$	(339,041	)
Revenue	$	Nil		$	Nil		$	Nil		$	Nil		$	Nil
Operating Expenses	$	69,535		$	48,909		$	102,055		$	70,710		$	270,374
Other Expenses	$	5,937		$	Nil		$	141,288		$	Nil		$	144,139
Net Income (Loss)	$	(75,472	)	$	(48,909	)	$	(243,343	)	$	(70,710	)	$	(414,513	)

Our net loss for the three month period ended ~~April~~July 3031, 2013 ~~was~~ was $~~167~~75,~~871~~472 compared to a net loss of $2148,~~801~~909 for the three month period ended ~~April~~ 30July 31, 2012. Our net loss for the six month period ended July 31, 2013 was $~~339~~243,~~041~~343 compared to a net loss of $70,710 for the six month period ended July 31, 2012. Our net loss was $414,513 during the period from inception (March 5, 2008) to July ~~April 30~~31, 2013. During the three and six month ~~period~~periods ended ~~April~~July 3031, 2013, we did not generate any revenue.

						Period from
		Three months		Three months		March 5, 2008
		ended		ended		(Inception) to
		April 30,		April 30,		April 30,
		2013		2012		2013
Incorporation costs	$	Nil	$	Nil	$	840
Professional fees	$	15,191	$	11,847	$	90,967
Consulting fees	$	Nil	$	7,000	$	57,000
Transfer agent expense	$	Nil	$	2,954	$	24,038
General and administrative	$	9,629	$	Nil	$	27,294
Other Expenses:
Interest expense	$	966	$	Nil	$	3,784
Amortization of debt discount	$	4,972	$	Nil	$	10,855
Change in value of derivative liability	$	129,413	$	Nil	$	123,563

During the three month period ended April 30, 2013, we incurred operating expenses of $32,520 compared to $21,801 for the three month period ended April 30, 2012. We incurred $200,839 during the period from inception (March 5, 2008) to April 30, 2013. The increase in our operating expenses was primarily due to increased professional fees, compensation and general and administrative expenses.

										Period
										from
										March 5,
		Three		Three		Six		Six		2008
		months		months		months		months		(Inception)
		ended		ended		ended		ended		to
		July 31,		July 31,		July 31,		July 31,		July 31,
		2013		2012		2013		2012		2013
Incorporation costs	$	Nil	$	Nil	$	Nil	$	Nil	$	840
Professional fees	$	2,025	$	15,033	$	17,216	$	26,880	$	85,992
Consulting fees	$	50,000	$	30,000	$	50,000	$	37,000	$	107,000
Transfer agent expense	$	Nil	$	3,855	$	Nil	$	6,809	$	24,038
Compensation	$	9,135	$	Nil	$	16,835	$	Nil	$	16,835
General and administrative	$	8,375	$	21	$	18,004	$	21	$	35,669

Other Expenses:
Interest expense	$	965	$	Nil	$	1,931	$	Nil	$	4,749
Amortization of debt discount	$	4,972	$	Nil	$	9,944	$	Nil	$	15,827
Change in value of derivative liability	$	Nil	$	Nil	$	129,413	$	Nil	$	123,563

During the three month period ended July 31, 2013, we incurred operating expenses of $69,535 compared to $48,909 for the three month period ended July 31, 2012. During the six month period ended July 31, 2013, we incurred operating expenses of $102,055 compared to $70,710 for the six month period ended July 31, 2012. We incurred $270,374 during the period from inception (March 5, 2008) to July 31, 2013. The increase in our operating expenses during the three and six month periods ended July 31, 2013 was primarily due to increased consulting fees, compensation and general and administrative expenses.

Liquidity and Capital Resources

Working Capital

		As at			As at
		April 30,			January 31,
		July 31,			January 31,
		2013			2013
Current Assets	$	6,750		$	Nil
Current Liabilities	$	~~306~~344,~~974~~354		$	109,261
Working Capital (Deficit)	$	(~~300~~337,~~224~~604	)	$	(109,261	)

Cash Flows

								Period from
		Three months			Three months			March 5, 2008
								March 5,
		Ended			Ended			(Inception) to
		Six			Six			2008
		April 30,			April 30,			April 30,
		months			months			(Inception)
		ended			ended			to
		July 31,			July 31,			July 31,
		2013			2012			2013
Net cash used in operating activities	$	(4260,~~500~~000	)	$	(1324,~~797~~152	)	$	(~~139~~157,~~828~~328	)
Net cash provided by financing activities	$	60,000		$	24,152		$	157,328
Net cash used in investing activities	$	Nil		$	Nil		$	Nil
Net cash provided by financing activities	$	42,500		$	13,797		$	139,828
Increase (decrease) in cash	$	Nil		$	Nil		$	Nil

As9 at April 30, 2013, our current assets were $6,670 compared to $Nil in current assets as at January 31, 2013. As at April 30, 2013, our current liabilities were $306,974 compared to $109,261 current liabilities as at January 31, 2013. Current liabilities at April 30, 2013 were comprised of $3,791 in bank overdraft, $64,276 in accrued expenses, $3,478 in accrued interest, $900 in shareholder loans, $90,015 in convertible notes payable, $143,850 in derivative liability and $664 in notes payable.

As at July 31, 2013, our current assets were $6,750 compared to $Nil in current assets as at January 31, 2013. As at July 31, 2013, our current liabilities were $344,354 compared to $109,261 current liabilities as at January 31, 2013. Current liabilities at July 31, 2013 were comprised of $3,801 in bank overdraft, $116,300 in accrued expenses, $4,444 in accrued interest, $900 in shareholder loans, $74,395 in convertible notes payable, $143,850 in derivative liability and $664 in notes payable.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the ~~three~~six month period ended ~~April~~July 3031, 2013, net cash flows used in in operating activities was $4260,~~500~~000 consisting of a net loss of $~~167~~243,~~872~~343, aincreases ~~decrease~~ in ~~prepaid~~amortization ~~expenses~~of debt discount of $79,~~000~~944 and anchange ~~increase~~in value of derivative liability of $129,413, a decrease in deferred financing costs of $6,750, increases in bank overdraft of $3,781, accrued expenses of $45,025 and accrued interest of $~~965~~1,930. Net cash flows used in operating activities was $~~139~~157,~~828~~328 for the period from March 5, 2008 (inception) to ~~April~~July 3031, 2013.

Cash Flows from Investing Activities

For the three month period ended April 30, 2013, we did not generate any cash flows from investing activities.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the ~~three~~six month period ended ~~April~~July 3031, 2013, net cash flows from financing activities was $4260,~~500~~000. For the period from inception (March 5, 2008) to ~~April~~July 3031, 2013, net cash provided by financing activities was $~~139~~157,~~828~~328 received ~~mainly~~ from ~~related~~convertible ~~party~~ loans ~~and convertible loans~~.

Cash Flows from Investing Activities

For the six month period ended July 31, 2013, we did not generate any cash flows from investing activities.

Plan of Operation and Funding

Upon the execution of the JV Agreement, we shifted our business focus to that of diamond exploration in Sierra Leone. The properties which are the subject of our joint venture with RMSL are currently in the exploration stage and no reserves have been proven. Through the joint venture arrangement, we will undertake exploration activity on the Properties, and will also make efforts to increase our own land holdings and assets in the gold and diamond exploration industry throughout Africa.

We have little cash on hand, no financing arrangements and no lines of credit or other bank financing arrangements. There can be no assurance that we will be able to close any financing and if we do close any financings, there can be no assurance that they will be sufficient to meet our needs for the upcoming 12 months.

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Going Concern

The independent auditors' report accompanying our January 31, 2013 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

Exploration Stage Company

Our company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") 915, Development Stage Entities.

Basis of Presentation

The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

Our company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). Our company has adopted a January 31 fiscal year end.

Cash and Cash Equivalents

Our company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. Our company had $0 and $0 of cash as of ~~April~~July 3031, 2013 and January 31, 2013 respectively.

Fair Value of Financial Instruments

Our company’s financial instruments consist of cash and cash equivalents, prepaid expenses, bank overdrafts, accrued expenses, accrued interest and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates

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

Revenue Recognition

Our company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, our company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing our company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of ~~April~~July 3031, 2013.

Comprehensive Income

Our company has established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, our company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. Our company has not had any significant transactions that are required to be reported in other comprehensive income.

Derivative Financial Instruments

FASB ASC subtopic 815-40, Derivatives and Hedging, Contracts in Entity’s own Equity (“ASC 815-40”) became effective for our company on October 1, 2009. Our company has derivative liabilities resulting from the issuance of certain convertible debt, which were measured at fair value on a recurring basis using an option pricing model, consistent with level 3 inputs.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing 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 any of 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 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~None~~On June 26, 2013 and July 17, 2013 our company issued 7,500,000 and 8,000,000 shares of our common stock for $9,000 and $6,000 of debt. These shares were issued pursuant to an exemption from registration provided in Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit	Description
No.
(3)	(i) Articles; (ii) By-laws
3.1	Articles of Incorporation (Incorporated by reference to our Registration Statement on Form S-1 filed on April 7, 2010).
3.2	By-Laws (Incorporated by reference to our Registration Statement on Form S-1 filed on April 7, 2010).
3.3	Certificate of Amendment filed with the Nevada Secretary of State on April 24, 2012 (incorporated by reference from our Current Report on Form 8-K filed on April 30, 2012)
(10)	Material Contracts
10.1	Collaboration Agreement between our company and Ridgeback Mining (Sierra Leone) Limited dated May 4, 2012 (incorporated by reference to our Current Report on Form 8-K filed on May 4, 2012)
10.2	Letter Agreement between Ridgeback Mining (Sierra Leone) Limited and the Nimiyama Sewafe Chiefdom with respect to the Nimiyama concession (incorporated by reference to our Current Report on Form 8-K filed on May 4, 2012)
10.3	Letter Agreement between Ridgeback Mining (Sierra Leone) Limited and the Nimikoro Chiefdom with respect to the Nimikoro concession (incorporated by reference to our Current Report on Form 8-K filed on May 4, 2012)
10.4	Letter Agreement between Ridgeback Mining (Sierra Leone) Limited and the Sandoh Chiefdom with respect to the Sandoh concession (incorporated by reference to our Current Report on Form 8-K filed on May 4, 2012)
10.5	Extension Agreement between Ridgeback Mining (Sierra Leone) Limited and the Nimiyama Sewafe Chiefdom with respect to the Nimiyama concession (incorporated by reference to our Current Report on Form 8-K filed on May 25, 2012)
10.6	Extension Agreement between Ridgeback Mining (Sierra Leone) Limited and the Nimikoro Chiefdom with respect to the Nyamundu concession (incorporated by reference to our Current Report on Form 8-K filed on May 30, 2012)
10.7	Certificate of Incorporation of Gold and Gemstone Mining S. L. Limited (incorporated by reference to our Current Report on Form 8-K filed on November 14, 2012)
10.8	Certificate of Mining Registration of Gold and Gemstone Mining S. L. Limited (incorporated by reference to our Current Report on Form 8-K filed on November 14, 2012)
10.9	Assignment Notice to the Nimiyama Chiefdom delivered on October 22, 2012 (incorporated by reference to our Current Report on Form 8-K/A filed on December 4, 2012)
10.10	Assignment Notice to the Nimikoro Chiefdom delivered on October 22, 2012 (incorporated by reference to our Current Report on Form 8-K/A filed on December 4, 2012)
10.11	Joint Venture Agreement between our company and TTM Global Enterprises Ltd. dated November 28, 2012 (incorporated by reference to our Current Report on Form 8-K filed on December 5, 2012)
10.12	Joint Venture Agreement between our company and Orange Blue Mining Ltd. dated November 28, 2012 (incorporated by reference to our Current Report on Form 8-K filed on December 5, 2012)
10.13	Collaboration Agreement between our company and Tell Mining Group dated February 8, 2013 (incorporated by reference to our Current Report on Form 8-K filed on February 12, 2013)
10.14	Registration Rights Agreement between our company and Deer Valley Management, LLC dated January 25, 2013 (incorporated by reference to our Current Report on Form 8-K filed on March 11, 2013)

Exhibit	Description
No.
10.5	Extension Agreement between Ridgeback Mining (Sierra Leone) Limited and the Nimiyama Sewafe Chiefdom with respect to the Nimiyama concession (incorporated by reference to our Current Report on Form 8-K filed on May 25, 2012)
10.6	Extension Agreement between Ridgeback Mining (Sierra Leone) Limited and the Nimikoro Chiefdom with respect to the Nyamundu concession (incorporated by reference to our Current Report on Form 8-K filed on May 30, 2012)
10.7	Certificate of Incorporation of Gold and Gemstone Mining S. L. Limited (incorporated by reference to our Current Report on Form 8-K filed on November 14, 2012)
10.8	Certificate of Mining Registration of Gold and Gemstone Mining S. L. Limited (incorporated by reference to our Current Report on Form 8-K filed on November 14, 2012)
10.9	Assignment Notice to the Nimiyama Chiefdom delivered on October 22, 2012 (incorporated by reference to our Current Report on Form 8-K/A filed on December 4, 2012)
10.10	Assignment Notice to the Nimikoro Chiefdom delivered on October 22, 2012 (incorporated by reference to our Current Report on Form 8-K/A filed on December 4, 2012)
10.11	Joint Venture Agreement between our company and TTM Global Enterprises Ltd. dated November 28, 2012 (incorporated by reference to our Current Report on Form 8-K filed on December 5, 2012)
10.12	Joint Venture Agreement between our company and Orange Blue Mining Ltd. dated November 28, 2012 (incorporated by reference to our Current Report on Form 8-K filed on December 5, 2012)
10.13	Collaboration Agreement between our company and Tell Mining Group dated February 8, 2013 (incorporated by reference to our Current Report on Form 8-K filed on February 12, 2013)
10.14	Registration Rights Agreement between our company and Deer Valley Management, LLC dated January 25, 2013 (incorporated by reference to our Current Report on Form 8-K filed on March 11, 2013)
10.15	Investment Agreement between our company and Deer Valley Management, LLC dated January 25, 2013 (incorporated by reference to our Current Report on Form 8-K filed on March 11, 2013)
(31)	Rule 13a-14(a) / 15d-14(a) Certifications
31.1*	Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit	Description
No.
10.15	Investment Agreement between our company and Deer Valley Management, LLC dated January 25, 2013 (incorporated by reference to our Current Report on Form 8-K filed on March 11, 2013)
(31)	Rule 13a-14(a) / 15d-14(a) Certifications
31.1*	Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

**	Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

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

	GOLD AND GEMSTONE MINING INC.
Date: June 19, 2013	/s/Charmaine King
Date: October 9, 2013
	/s/ Charmaine King
	Charmaine King
	President, Chief Executive Officer, Chief Financial
	Officer, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer
	and Principal Accounting Officer)

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