UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION WASHINGTON, DC 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) ~~March~~May 1, 2007

GeM Solutions, Inc. ~~(Exact Name of Registrant as Specified in Its Charter)~~

~~Delaware~~ (~~State~~Exact orName ~~Other~~of ~~Jurisdiction~~Registrant ofas ~~Incorporation~~Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-33099		84-1553046
(Commission File Number)		(IRS Employer Identification No.)

7935 Airport Pulling Road, Suite 201
Naples, FL		34109
(Address of Principal Executive Offices)		(Zip Code)

(239) 592-1816 ~~(Registrant’s Telephone Number, Including Area Code)~~

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 3 ~~— Securities~~2 ~~and~~- ~~Trading~~Financial ~~Markets~~Information

Item 32.0204 ~~Unregistered~~Triggering ~~Sale~~Events ofthat ~~Equity~~Accelerate ~~Securities~~or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On ~~March~~April 1, ~~2006~~2005, ~~pursuant~~we toissued a $1,600,000 ~~letter~~principal ~~agreement~~amount ~~by and~~secured ~~between~~convertible ~~GeM~~promissory ~~Solutions,~~note ~~Inc.~~ (the “~~Company~~Note”~~, “we”, or “us”~~) ~~and Mark Sampson~~to inTrident ~~connection~~Growth ~~with~~Fund, ~~Mr.~~LP ~~Sampson’s resignation as Chief Executive Officer~~ (~~the~~ “~~Agreement~~Trident”),. On weMay ~~issued~~19, ~~200~~2006,~~000~~ ~~shares~~we ofentered ~~common~~into ~~stock~~a ~~and~~Master ~~options to purchase 2~~Amendment,~~000,000 shares~~ ofeffective ~~common~~May ~~stock to Mr. Sampson. The options have an exercise price of $.40 per share~~1, ~~are fully vested~~2006, ~~and exercisable in full~~whereby, ~~and~~among ~~terminate~~other ~~on January 31~~things, ~~2009. The~~the ~~foregoing~~maturity ~~securities~~date ~~were~~of ~~issued to Mr. Sampson in a private placement transaction pursuant to~~ the ~~exemption~~Note ~~from~~was ~~registration provided~~extended ~~by Section 4(2) of~~ until the ~~Securities~~earlier ~~Act~~ of ~~1933,~~April ~~as amended~~30, ~~without engaging~~2007 inor ~~any~~upon ~~advertising~~us orrealizing ~~general~~$5,000,000 ~~solicitation~~ of ~~any~~gross ~~kind~~proceeds from ~~and~~the ~~without payment~~sale of ~~underwriting~~convertible ~~discounts~~debt or ~~commissions~~ toequity ~~any person~~securities.

~~Section~~The 5full —principal amount ~~Corporate~~and all accrued and unpaid interest ~~Governance~~due under the Note in the aggregate amount of $1,646,816 became due and ~~Management~~payable on April 30, 2007. We did not repay such amount which constituted an event of default under the Note. Under the terms of the Note and related loan documents, when an Event of Default has occurred and is continuing, Trident has various customary rights and is entitled to pursue various customary remedies, including the right to accelerate repayment of all amounts owed under the Note. In addition, interest accrues at the default rate of up to 21% per annum, and we are required to issue shares of common stock to Trident equal to .1% of our outstanding shares each day until the default is cured. We are currently in discussions with Trident regarding resolution of the default.

~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~SIGNATURES

AsPursuant ~~previously~~to ~~reported~~the inrequirements ~~our~~of ~~Current~~the ~~Report on Form~~Securities ~~8-K,~~Exchange ~~filed~~Act ~~with~~of ~~the Commission on February 2~~1934, ~~2007, we accepted~~ the ~~resignation of~~registrant ~~Mark~~has ~~Sampson~~duly ascaused ~~Chief~~this ~~Executive~~report ~~Officer~~to ~~and~~be assigned on aits ~~Director~~behalf ofby the ~~Company effective~~undersigned ~~February~~hereunto 1,duly ~~2007~~authorized.

In connection with his resignation, we entered into the Agreement on March 1, 2007 with Mr. Sampson. The Agreement provides for: (i) the issuance of 200,000 shares of common stock in consideration for unpaid salary together with payment for all accrued and unused vacation time; (ii) payment of health insurance coverage for Mr. Sampson and his dependants through April 30, 2007; and (iii) the issuance of a fully vested option (the “Option”) to purchase 2,000,000 shares of common stock at an exercise price of $0.40 per share which terminates on January 31, 2009. In consideration of the foregoing, Mr. Sampson released any and all claims he has or may have against the Company, our subsidiaries, or any of our affiliates.

	GeM Solutions, Inc.


Date: May 10, 2007	By:	/s/ John E. Baker
		John E. Baker
		Chief Executive Officer

The foregoing descriptions of the Agreement and Option are qualified in their entirety by reference to the complete text of the Agreement and Option, copies of which are attached hereto as Exhibits 10.1 and 10.2~~, respectively.~~

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this report:

Exhibit No.		Description of Exhibit
10.1		Letter Agreement dated March 1, 2007 by and between the Company and Mark Sampson
10.2		Option Agreement dated March 1, 2007 by and between the Company and Mark Sampson

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GeM Solutions, Inc.
Date: March 6, 2007	By:	/s/ John E. Baker
		John E. Baker
		Chief Executive Officer

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