UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~November~~May 3031, ~~2010~~2011

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ~~______________to _______________~~to

Commission File Number: 333-165995

Gemini Tea Corp.

(Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

13836 Parkland Blvd SE, Calgary, Alberta, Canada T2J 3X4

(Address of principal executive offices)

(403) 256-2066

(Issuer’s Telephone Number)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. xYes oNo

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 (ß232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). . oYes xNo

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller 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 o Accelerated filer o Non-accelerated filer o ~~(Do not check if a smaller reporting company)~~ Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). xYes oNo

As of ~~January~~July 1415, 2011, there were 4,876,100 shares of the issuer $.0001 par value common stock issued and outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GEMINI TEA CORP.

(A Development Stage Company)

Balance Sheets

(Unaudited)

ASSETS


	May 31,			February 28,
	2011			2011

ASSETS

CURRENT ASSETS

Cash	$	32,932		$	60,606

TOTAL ASSETS	$	32,932		$	60,606


LIABILITIES AND STOCKHOLDERS’ DEFICIT


CURRENT LIABILITIES

Related Party Advances	$	-		$	515
Related Party loan payable		-			15,000

TOTAL LIABILITIES		-			15,515

STOCKHOLDERS’ DEFICIT

Common stock, $0.0001 par value, authorized 100,000,000
Shares: 4,876,100 shares issued and outstanding		488			488
as of February 28, 2011 and May 31, 2011
Additional Paid in Capital		87,602			87,602
Deficit accumulated during the development stage		(55,158	)		(42,999	)

Total Stockholders’ Equity		32,932			45,091

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	32,932		$	60,606

	November 30,			February 28,
	2010			2010
CURRENT ASSETS
Cash	$	30,317		$	400
Total Current Assets		30,317			400
TOTAL ASSETS		30,317			400
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Related Party Advances	$	515		$	515
Related party loan payable		15,000			-
Total Current Liabilities		15,515			515
TOTAL LIABILITIES		15,515			515
STOCKHOLDERS’ DEFICIT
Common stock, $0.0001 par value, authorized 100,000,000
shares: 4,000,000 and 4,526,650 shares issued and outstanding as		453			400
of February 28, 2010 and November 30, 2010 respectively.
Additional Paid in Capital		52,599
Deficit accumulated during the development stage		(38,250	)		(515	)
Total Stockholders’ Deficit		14,802			(115	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		30,317			400

The accompanying notes are an integral part of these unaudited financial statements.

~~The accompanying notes are an integral part of these financial statements.~~F-1

GEMINI TEA CORP.

(A Development Stage Company)

Statement of Expenses

Three Months ~~and Nine Months~~ Ended ~~November~~May 3031, 2011 and 2010 and Period from

February 2, 2010, (Inception) through ~~November~~May 3031, ~~2010~~2011

(Unaudited)

From Inception

For the

From Inception

For the

on February 2

Three Months Ended

on February 2, 2010 Through

Three Months Ended

Nine Months Ended

2010 Through

May 31, 2011

May 31, 2010

May 31, 2011

November 30, 2010

OPERATING EXPENSES

General and administrative

2712,~~453~~159

378,~~735~~442

3855,~~250~~158

NET LOSS

(2712,~~453~~159

)

(378,~~735~~442

)

(3855,~~250~~158

)

BASIC AND FULLY DILUTED

(LOSS) PER SHARE

(0.0100

)

(0.0100

)

WEIGHTED AVERAGE

NUMBER OF SHARES

OUTSTANDING

4,~~200~~260,~~933~~663

4,~~066~~000,~~491~~000

The accompanying notes are an integral part of these unaudited financial statements.

~~The accompanying notes are an integral part of these financial statements.~~F-2

GEMINI TEA CORP.

(A Development Stage Company)

Statement of Cash Flows

~~Nine~~Three Months Ended ~~November~~May 3031, 2011 and 2010 and Period from

February 2, 2010, (Inception) through ~~November~~May 3031, ~~2010~~2011

(Unaudited)

				From Inception
	For the			For the			From Inception
	For the Nine Months Ended			on February 2 2010 Through
	Three Months Ended			Three Months Ended			on February 2, 2010 Through
	November 30, 2010			November 30, 2010
	May 31, 2011			May 31, 2010			May 31, 2011
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss	$	(3712,~~735~~159	)	$	(388,~~250~~442	)	$	(55,158	)
Adjustments to reconcile net loss to net
cash used in operating activities:		-			-			-
Changes in operating assets and liabilities
Net Cash (Used in) Operating Activities		(3712,~~735~~159	)		(388,~~250~~442	)		(55,158	)
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common stock	$	~~52,652~~-		$	~~53,052~~-			88,090
Accounts payable – related party		-(515	)		~~515~~-			-
Proceeds from related party loan		15,000			15,000
Proceeds from (repayments to) related party		(15,000	)		15,000			-
Net Cash Provided by Financing Activities		67(15,~~652~~515	)		6815,~~567~~000			88,090
NET INCREASE IN CASH		29,917			30,317
NET INCREASE (DECREASE) IN CASH		(27,674	)		6,558			32,932
Cash balance, beginning of period		~~400~~60,606			-400			-
Cash balance, ending of period	$	3032,~~317~~932		$	306,~~317~~958		$	32,932

The accompanying notes are an integral part of these unaudited financial statements.

~~The accompanying notes are an integral part of these financial statements.~~F-3

GEMINI TEA CORP.

(A Development Stage Company)

Notes to the Financial Statements

~~November~~May 3031, ~~2010~~2011 and February 28, ~~2010~~2011

(Unaudited)

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

The financial statements presented are those of Gemini Tea Corp. (the “Company”). The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and ~~should~~footnote bedisclosures ~~read~~normally included in ~~conjunction~~financial statements prepared in accordance with accounting principles generally accepted in the ~~audited~~United ~~financial~~States ~~statements~~of ~~and~~America ~~notes~~have ~~thereto~~been ~~contained~~condensed or omitted in ~~Gemini~~accordance ~~Tea~~with ~~Corp’s~~such ~~Annual~~rules ~~Report~~and ~~filed~~regulations. ~~with~~The information furnished in the ~~SEC~~interim onfinancial ~~Form~~statements ~~S-1.~~includes Innormal ~~the~~recurring ~~opinion~~adjustments ofand ~~management,~~reflects all adjustments, ~~consisting~~which, ofin ~~normal~~the ~~recurring~~opinion ~~adjustments~~of management, are necessary for a fair presentation of such financial ~~position~~statements. Although management believes the disclosures and ~~results~~information ofpresented ~~operating~~are ~~for~~adequate to make the information not misleading, it is suggested that these interim ~~period~~financial ~~have~~statements ~~been~~be ~~reflected~~read ~~herein.~~in ~~The~~conjunction ~~operating~~with the Company’s most recent audited financial statements. Operating results for the three ~~and nine~~ months ended ~~November~~May 3031, ~~2010,~~2011 are not necessarily indicative of the results that may be expected for the year ending February 28, ~~2011~~2012.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs. Additionally, the Company has accumulated significant losses. All of these items raise substantial doubt about its ability to continue as a going concern.

~~Management's~~The ~~plans~~accompanying ~~with~~financial ~~respect~~statements todo ~~alleviating~~not ~~the~~include ~~adverse~~any ~~financial~~adjustments ~~conditions~~ that ~~raise~~might ~~substantial~~be ~~doubt~~necessary ~~about~~if the Company's ~~ability~~is unable to continue as a going concern ~~are as follows:~~.

The Company's current assets are not deemed to be sufficient to fund ongoing expenses related to the start up of planned principal operations. If the Company is not successful in the start up of business operations that produce positive cash flows from operations, the Company may be forced to raise additional equity or debt financing to fund its ongoing obligations and cease doing business.

Management believes that the Company will be able to operate for the coming year by using proceeds raised from an offering of its common stock. However, there can be no assurances that management's plans will be successful. If additional funds are raised through the issuance of equity securities, the percentage ownership of the Company's then-current stockholders would be diluted. If additional funds are raised through the issuance of debt securities, the Company will incur interest charges until the related debt is paid off.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

GEMINI TEA CORP.

(A Development Stage Company)

Notes to the Financial Statements

November 30, 2010 and February 28, 2010

(Unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS

AsDuring ofthe ~~November~~quarter 30ended May 31, ~~2010~~2011, the ~~Company~~company ~~had~~paid a$15,515 against advances and note payable to anthe officer ~~totaling $15,000~~. The note isand advances were unsecured, ~~bears~~bear no interest and iswere due ~~upon~~on demand. ~~Also,~~Gemini ~~there~~Tea ~~are~~Corp. ~~advances~~also ~~outstanding~~uses the home of ~~$515~~Wanda ~~for~~Canning ~~expenditures~~as ~~paid~~an office on ~~behalf~~a ofrent ~~the~~free ~~Company~~basis.

~~NOTE~~ F-4 ~~– COMMON STOCK~~

In the quarter ended November 30, 2010, the Company sold 526,650 common shares for $52,652.

NOTE 5 – SUBSEQUENT EVENTS

Subsequent to the quarter ending November 30, 2010, the Company sold 349,450 common shares for $34,945.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guarantee or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guarantee that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Critical Accounting Policies and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended February 28, ~~2010~~2011, together with notes thereto as previously filed with our ~~Registration~~Annual ~~Statement~~Report on Form S10-1K. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended ~~November~~May 3031, ~~2010~~2011.

Overview. The Company was incorporated in the State of Nevada on February 2, 2010. The Company remains in the development stage of its business of operating as a retailer/wholesaler of herbal, green, black and white teas and tea related accessories. The Company owns a website through which it intends to promote its products.

The Company is in the development stage and will continue to be in the development stage until the Company generates significant revenue from its business operations. AtThe ~~November~~ability ~~30,~~of ~~2010,~~ the Company ~~has~~to ~~$30,317~~emerge ~~cash~~from onthe ~~hand~~development ~~which~~stage ~~was~~with ~~raised~~respect ~~through~~to its’ ~~initial~~planned ~~public~~principal ~~offering~~operations ~~and~~is ~~the~~dependent ~~sale~~upon its ability to secure market acceptance of ~~stock.~~its Atbusiness ~~November~~plan ~~30,~~and ~~2010,~~to ~~the~~generate ~~Company~~sufficient ~~had~~revenue ~~not~~through ~~closed~~operations ~~its’~~and/or ~~initial~~raise ~~public~~additional ~~offering~~funds.

~~The~~There ~~Company~~is ~~will~~no beguarantee ~~dependent~~that ~~on raising capital through~~ the ~~sale~~Company ofwill ~~its~~be ~~common~~able ~~stock~~ to ~~maintain~~complete ~~its~~any ~~existence~~of ~~and to finance operating losses for~~ the ~~foreseeable~~above ~~future.~~objectives ~~Management~~and, ~~intends~~even toif ~~offer~~it ~~for~~does ~~sale~~accomplish ~~additional~~certain ~~common stock. However~~objectives, there is no ~~assurance~~guarantee that it will be successful in raising funds necessary to maintain operations or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events cannot be determined with any certainty. In a development stage company, management devotes most of its activities to developing a market for its business. The ability of the Company towill ~~emerge~~attain ~~from the development stage with respect to its planned principal operations is dependent upon its ability to secure market acceptance of its business plan and~~profitability.

toFor ~~generate sufficient revenue through operations and/or raise additional funds. There is no guarantee that~~ the ~~Company~~three ~~will~~months beended ~~able~~May ~~to complete any of the above objectives and~~31, ~~even if it does accomplish certain objectives~~2011, ~~there is no guarantee that the Company will attain profitability. These factors raise substantial doubt regarding the Company’s ability to continue~~ as acompared ~~going concern. The financial statements do not include any adjustments~~ to ~~reflect~~ the ~~possible~~three ~~future~~months ~~effect~~ended onMay ~~the~~31, ~~recoverability and classification of the assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty~~2010.

7Results of Operations

OnRevenues. ~~July~~Since 12inception, ~~2010,~~we ~~the~~have ~~Securities~~yet ~~and Exchange Commission issued an order declaring the Company’s Form S-1 Registration Statement effective pursuant~~ to ~~section~~generate ~~8(a)~~any ofrevenues ~~the~~from ~~Securities~~our ~~Act~~business ~~of 1933, as amended~~operations. ~~Thereafter,~~Our ~~the~~ability ~~Company~~to ~~offered~~generate ~~its~~revenues ~~stock~~has ~~for~~been ~~sale~~significantly tohindered ~~the~~by ~~public~~our atlack ~~a price~~ of $0capital.10 ~~per~~We ~~share~~hope ~~with a no minimum, 2,000,000 maximum shares~~ to begenerate ~~sold~~revenues ~~and~~as ~~issued.~~we Asimplement ofour ~~November~~business ~~30, 2010, the Company sold 526,650 shares of common stock for $52,652 of cash and issued common shares in consideration for subscription funds received~~plan. During the period from December 1, 2010 through January 7, 2011, the Company sold 349,450 shares of common stock for $34,945 of cash and issued common shares in consideration for subscription funds received. The Company closed its initial public offering on January 7, 2011.

~~We are a start~~-up stage corporation and have not commenced operations nor generated or realized any revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe that there is substantial doubt as to whether we can continue as an on2-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until after we complete our offering and thereafter complete publication and distribution of our marketing/promotional material and secure customers. Consequently, we will need to raise cash from sources other than operations. Our only other potential source of cash at this time is investments by others in the Company and loans from our officer/director. We must raise cash to implement our business plan and commence operations.

WeOperating ~~are~~Expenses. ~~not~~For ~~certain~~the asthree tomonths ~~how~~ended ~~long~~May ~~the~~31, ~~money~~2011 ~~raised~~our ~~will~~total ~~satisfy~~operating ~~our~~expenses ~~needs.~~was ~~However~~$12,159, weas docompared ~~believe~~to ~~that~~total ~~funds~~operating ~~raised~~expenses ~~will~~of ~~last~~$8,442 for atthe ~~least~~three ~~six to eight~~ months. Weended ~~believe~~May ~~that we have raised enough funds to commence operations but we cannot guarantee that~~31, ~~once operations commence, we will remain in business~~2010. ~~Should~~Our ~~our~~total ~~cash~~operating ~~requirements~~expenses ~~exceed~~consist ~~our~~primarily ~~revenues,~~of ifadministrative ~~any,~~expenses ~~then~~and weaccounting ~~will~~expenses ~~have~~related to ~~raise~~being ~~additional~~a ~~funds~~public ~~in order to continue operations of our business~~company. ~~Thus,~~We itexpect ~~is possible~~ that we will ~~need~~continue to ~~raise~~incur ~~additional~~significant ~~funds during the next six to eight months otherwise our business may fail. Presently~~administrative, welegal ~~have~~and ~~not~~accounting ~~made~~expenses ~~any~~related ~~arrangements~~ to ~~raise~~being ~~additional~~a ~~cash,~~public ~~other than through our initial offering~~company.

IfNet weLoss. ~~need~~For ~~additional cash and cannot raise it then we will either have to suspend operations until we do raise~~ the ~~cash~~three ormonths ~~cease~~ended ~~operations~~May ~~entirely.~~31, If2011, weour ~~need~~net ~~additional~~loss ~~funds~~was ~~to maintain operations~~$12,159, ~~then~~as wecompared ~~will need~~ to ~~find~~the ~~alternative~~three ~~sources,~~months ~~such~~ended asMay ~~a second public offering~~31, ~~a private placement of securities~~2010, orin ~~loans~~which ~~from~~ our ~~officer~~net orloss ~~others~~was ~~in order for us to maintain our operations~~$8,442. IfWe weexpect ~~are not able~~ to ~~secure~~continue ~~needed additional funds then we will have~~ to ~~suspend~~incur ~~operations~~net orlosses ~~cease~~for ~~operations~~the ~~entirely.~~foreseeable ~~Other~~future ~~than~~and asuntil ~~described in this paragraph,~~ we ~~have~~generate nosignificant ~~other financing plans~~revenues.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us to base an evaluation of our performance. We are a development stage corporation and have not generated any revenues. We cannot guarantee that we will be successful in our business operations. Nor can we guarantee that we will even commence business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to inflated expenditures. To become profitable and competitive, we have to attract a sufficient number of customers who are willing to purchase the products to be sold by the Company.

From Inception on February 2, 2010 to November 30, 2010

During this period, we incorporated the company, retained an auditor and an attorney for the purpose of assisting with preparation of our Form S-1 Registration Statement and developed a business plan. We have registered the domain name, www.geminiteas.com, but have not completed development of this web site. Our loss since the date of inception to November 30, 2010, is $38,250. This sum has been applied primarily to company registration, audit fees, legal fees, consulting fees and general administrative costs. Our liabilities are $15,515 consisting of related party loan from our director of $15,000 and related party advance from our director of $515. We have not started our proposed business operations and but expect to do so shortly.

Since inception, we have issued 4,000,000 shares of common stock to our one officer/director for total cash consideration of $400.

On July 12, 2010, the Securities and Exchange Commission issued an order declaring our Form S-1 Registration Statement effective pursuant to section 8(a) of the Securities Act of 1933, as amended.

Subsequent to July 12, 2010, we commenced with our initial public offering. As of November 30, 2010, we received subscription funds in the amount of $52,652 for 526,650 shares of common stock to be issued. During the period from December 1, 2010 through January 7, 2011, we received subscription funds in the amount of $34,945 for 349,450 shares of common stock to be issued. The Company closed its initial public offering on January 7, 2011.

Liquidity and Capital Resources

AsWe ofhad ~~the~~cash ~~date~~ of ~~this report~~$32,932 weas ~~have yet to generate any revenues from our business operations. As~~ of ~~November~~May 3031, ~~2010~~2011, ~~our~~which ~~total~~equals ~~assets were $30,317 in cash and~~ our total ~~liabilities~~assets ~~were~~of $1532,~~515,~~932 ~~which~~as ~~is comprised~~ of ~~accrued~~that ~~liabilities~~date. ~~and~~We ~~loans~~hope ~~advanced~~ to ~~the~~obtain ~~Company~~significant revenues from ~~Wanda~~future ~~Canning,~~sales ~~our sole officer/director for the purpose~~ of ~~paying the cost of company registration, accounting fees, legal fees, consulting fees, filing fees and registering~~ our ~~domain name~~products. ~~Our~~We ~~current~~are ~~liabilities~~also seeking to ~~Ms.~~raise ~~Canning~~additional dofunds ~~not have~~ to bemeet ~~paid~~our atworking ~~this~~capital ~~time~~needs ~~but~~principally ~~Ms.~~through ~~Canning~~the ~~may~~sales ~~request~~of ~~repayment~~our ~~in the future~~securities.

~~During~~As ~~2010, we expect that the legal and accounting costs~~ of ~~being~~May a public company will continue to impact our liquidity and we may need to obtain funds to pay those expenses. Other than the anticipated increases in legal and accounting costs due to the reporting requirements of being a reporting company31, ~~we are not aware of any other known trends~~2011, ~~events~~our ortotal ~~uncertainties,~~liabilities ~~which~~were ~~may affect our future liquidity~~$-0-.

InAt ~~the~~inception, ~~opinion~~we ofsold ~~management~~4,000,000 ~~available~~shares ~~funds~~of ~~will~~common ~~not~~stock ~~satisfy our working capital requirements~~ to ~~operate at~~ our ~~intended~~officers ~~level~~and ofdirector ~~activity~~ for ~~the~~$400 ~~next~~in ~~twelve months~~cash. ~~Our~~In ~~forecast~~2010 ~~for~~and ~~the~~2011, ~~period~~we ~~for~~sold ~~which~~an ~~our~~additional ~~financial~~876,100 ~~resources~~shares ~~will~~of becommon ~~adequate~~stock tothrough ~~support~~ our ~~operations~~public ~~involves~~offering ~~risks~~for ~~and~~proceeds ~~uncertainties and actual results could fail as a result~~ of ~~a number of factors~~$87,690. InWe ~~order~~have toused ~~implement~~the ~~our~~proceeds ~~business~~from ~~plan in~~ the ~~manner~~cash weraised ~~envision,~~in ~~we will need to raise additional capital. We cannot guarantee~~ that weoffering ~~will be able~~ to ~~raise~~pay ~~additional funds. Moreover, in~~ the ~~event~~legal ~~that~~and weaccounting ~~can~~costs ~~raise~~of ~~additional~~being ~~funds,~~a wepublic ~~cannot~~company. ~~guarantee~~We ~~that~~had ~~additional~~hoped ~~funding~~to ~~will~~use besome ~~available~~of ~~on favorable terms. In~~ the ~~event~~proceeds ~~that~~to webegin ~~experience~~marketing ~~a shortfall in our capital, we hope that our officer, director~~ and~~/or~~ ~~principal~~promoting ~~shareholders will contribute funds to pay for~~ our ~~expenses~~services tobut ~~achieve our objectives over the next twelve months, however,~~ we ~~cannot~~have ~~guarantee~~been ~~that~~unable ~~they~~to ~~will~~conduct domarketing soactivities.

During 2011, we expect that the administrative, legal and accounting costs of being a public company will continue to impact our liquidity and we may need to obtain funds to pay those expenses. Other than the anticipated increases in administrative, legal and accounting costs due to the reporting requirements of being a reporting company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

In the opinion of management, available funds will not satisfy our working capital requirements to operate at our intended level of activity for the next twelve months. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. In order to implement our business plan in the manner we envision, we will need to raise additional capital. We cannot guarantee that we will be able to raise additional funds. Moreover, in the event that we are able to raise additional funds, we cannot guarantee that additional funding will be available on favorable terms. In the event that we experience a shortfall in our capital, we hope that our officer, director and/or principal shareholders will contribute funds to pay for our expenses to achieve our objectives over the next twelve months, however, we cannot guarantee that they will do so.

Our auditors have questioned our ability to continue operations as a “going concern”. We hope to obtain revenues from future product sales. In the absence of product sales and profits, we will seek to raise additional funds to meet our working capital needs principally through additional sales of our securities. However, we cannot guarantee that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us. As a result, our auditors believe that substantial doubt exists about our ability to continue operations.

Plan of Operation

The following plan of operation should be read in conjunction with our unaudited consolidated financial statements and the notes thereto.

~~Based~~In onorder ~~the~~to ~~amount~~commence sales of ~~funds raised in~~ our ~~initial public offering~~products, we ~~believe~~will ~~that~~need ~~we can satisfy our cash requirements during the next six~~ to ~~eight~~accomplish ~~months. During~~ the ~~next~~following six to eight months, we anticipate selling teas and tea related accessories to retail and wholesale customers. We do not expect to conduct product research and/or development. We do not expect to purchase or sell plant or significant equipment nor significantly change the number of our employees during the next six to eight months. Upon completion of our public offering, our specific goal is to operate as a retailer/wholesaler of herbal, green, black and white teas and tea related accessories.milestones:

91. Commence development of our website. We expect to complete development of our website within 90 days. The costs would be paid to the website production company that undertakes the work on our behalf. Website development, maintenance and upgrade is an ongoing matter that will continue during the life of our operations.

~~We intend to accomplish the foregoing through the following milestones:~~-3-

12. Finalize our marketing plans. We expect that our marketing literature will focus on the benefits to ~~complete~~be ~~development~~obtained from using our products. In order of priority, our ~~website~~marketing ~~within~~efforts 90will ~~days~~be directed toward the following activities: development and ~~expect~~distribution toof ~~commence~~marketing ~~implementation~~literature; promotion of our ~~marketing/promotional~~website ~~strategy~~including arranging for website listings and industry analyst relations. We expect that any costs incurred will be directly attributed to the following:

~~2. Our~~• ~~business~~establishing ~~strategy involves concentrating on selling teas~~ and ~~tea~~maintaining ~~related~~operations ~~accessories~~with ~~to retail and wholesale customers. We believe that success in our~~ industry isanalysts ~~primarily~~would ~~determined~~be byrelated ~~product quality, tea flavor, business skills and effective marketing. We expect~~ to ~~sell~~travel ~~our products at retail pricing levels to the general public online through our website (www.geminiteas.com)~~ and in grocery stores, restaurants, cafes, health food stores, spas, hotels and bed and breakfast lodgings. We also expect to have wholesale pricing available to corporate customers and to those who place orders of sufficient volume that qualify for wholesale pricing. The Company expects to generate revenue through sales of teas and tea related accessories. As of the date of filing this Form 10-Q, we have not commenced with provision of selling any products or entered into any agreements to sell any products.communication;

~~We are a development stage company comprised of a sole officer/director. Although our officer/director~~• advertising, ~~Ms.~~which Canning, does have prior business experience, Ms. Canning has not previously operated a retail/wholesale tea business nor does she have any experience in the tea or beverage industry. Based on her business experience, Ms. Canning believes that she will beinclude ~~able~~direct tomail ~~manage~~ and ~~operate~~email ~~our~~promotion; ~~proposed business effectively but there is no assurance or guarantee that she will be able to do so. Ms. Canning will be primarily responsible for securing customers~~ and managing the Company's business and administrative concerns. There is no assurance or guarantee that the Company will be able to establish its' own niche and thereafter maintain a competitive position against current and future competitors, especially those who have longer operating histories, more experienced management and more substantial marketing resources. In addition, our competitors likely have more financial resources than us as we do not have funds required to commence operations of our business and there is no guarantee that we will ever have funds that will allow us to commence operations.

3.• ~~Our~~attendance ~~target markets are the United States~~ and ~~Canada.~~participation ~~Owing~~at toindustry Msevents. Canning’s location, we intend to establish a warehouse in Calgary, Alberta, Canada that will store our inventory. From this warehouse, products will be shipped to destinations in the United States and Canada. We do not need to pursue nor satisfy any special licensing or regulatory requirements before establishing or delivering our intended services other than requisite business licenses. If new government regulations, laws, or licensing requirements are passed in any jurisdiction that would cause us to restrict or eliminate delivery of any of our intended services, then our business would suffer and may fail. For example, if we were required to obtain a government issued license for the purpose of selling teas and tea related products, then we could not guarantee that we would qualify for such license. If such a licensing requirement existed, and we were not able to qualify, then our business would suffer and may fail. Presently, to the best of our knowledge, no such regulations, laws, or licensing requirements exist or are likely to be implemented in the near future in countries with a democratic political system, that would reasonably be expected to have a material impact on or sales, revenues, or income from our business operations.

4.We ~~Ms. Canning~~ will beneed ~~responsible~~to ~~for~~raise ~~promoting~~additional ~~our~~funds ~~services~~to ~~through~~pay ~~implementation~~the cost of implementing our marketing ~~strategy~~plans. WeThe ~~intend~~amount toof ~~aggressively~~funds ~~market~~allocated ~~and~~for ~~promote~~marketing ~~the~~activity ~~Gemini~~is ~~Tea~~limited ~~brand~~by ~~through~~ the ~~Internet,~~amount ~~including~~of ~~social~~funds ~~networking~~raised ~~websites,~~in toour ~~grocery stores, restaurants, health food stores, spas, hotels, bed and breakfast lodgings and cafes throughout the United States and Canada~~offering. WeLess ~~also~~funds ~~plan~~available tofor ~~attend~~marketing ~~trade~~activity ~~conventions,~~could ~~industry~~negatively ~~events~~affect ~~and~~our ~~place~~ability ~~promotional pieces in various print and Internet based publications. We hope that product sales will lead~~ to ~~customer~~attract ~~satisfaction~~customers and, consequently, ~~word~~our ofability ~~mouth~~to ~~promotion~~generate byrevenue ~~customers.~~would ~~Our~~be ~~website,~~negatively ~~www~~affected.~~geminiteas.com,~~ Marketing is ~~not~~an ~~yet~~ongoing ~~developed.~~matter ~~We expect~~ that ~~our website~~ will ~~provide~~continue ~~information~~during onthe ~~all~~life ~~products that we sell, allow users to purchase products directly on our website, and serve as one~~ of our ~~primary marketing tools to create brand awareness~~operations. ~~We intend for our website to function as our primary source of sales.~~

53. AsAcquire ofequipment ~~the~~needed ~~date of this Form 10-Q, we cannot state with any certainty the precise number of customers that we expect~~ to ~~purchase~~begin ~~our products nor the volume of products we expect to sell~~operations. ~~The~~We ~~products~~do ~~that~~not we intend to ~~offer~~hire ~~for~~employees ~~sale~~at ~~include herbal, green, black and white teas and tea related accessories. As of the date of~~ this ~~Form 10-Q, the Company has not entered into any agreements with any customers~~time. IfOur ~~and~~officer ~~when customers agree to purchase our products, then our revenue would be derived from product sales. If we are not able to attract customers to purchase our products~~ and, ~~consequently,~~director ~~do not generate revenue, then we~~ will ~~have~~handle toour ~~suspend~~administrative ~~or cease operations~~duties. ~~If we cease operations, then we do not know what we will do and we do not have any plans to do anything else.~~

If we are unable to attract customers to purchase our products, then we may have to suspend or cease operations. We intend to offer for sale teas and tea related accessories to retail and wholesale customers. As of the date of this filing, we have not secured any customers. If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.

There is no historical financial information about us upon which to base an evaluation of our performance. We are in the development stage of our operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.

To become profitable and competitive, we have to sell our products. We have no assurance that, if needed, future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

We will not be conducting any product research or development. We do not expect to purchase any significant equipment. Further, we do not expect any changes in the number of employees. We hope to profitably sell our products.

To date, we have experienced significant difficulties in generating revenues and raising additional capital. We believe our inability to raise significant additional capital through debt or equity financings is due to various factors. We had hoped to market our services during the last three months. However, our ability to market our services has been negatively affected by our inability to raise significant capital and our inability to generate revenues. If we are not able to raise additional capital or generate revenues that cover our estimated operating costs, our business may ultimately fail.

As a result of our difficulties in generating revenues and raising additional capital, we also intend to explore acquiring smaller companies with complementary businesses. Accordingly, over the next two to four months, we intend to research potential opportunities for us to acquire smaller companies with complementary businesses to our business and other companies that may be interested in being acquired by us or entering into a joint venture agreement with us. As of the date of this report, we have not identified any potential acquisition or joint venture candidates. We cannot guaranty that we will acquire or enter into any joint venture with any third party, or that in the event that we acquire another entity, this acquisition will increase the value of our common stock. We hope to use our common stock as payment for any potential acquisitions.

-4-

Off Balance Sheet Arrangements

We had no off balance sheet arrangements at ~~November~~May 3031, ~~2010~~2011.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed as of ~~November~~May 3031, ~~2010~~2011, the date of this report, our chief executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective.

Item 4(T). Controls and Procedures

Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

31	Certification of Principal Executive Officer and Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934

32	Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

11-5-

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Gemini Tea Corp., a Nevada corporation
January 14, 2011	By:	/s/ Wanda Canning
July 15, 2011	By:	/s/ Wanda Canning
	Its:	Wanda Canning President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director (Principal Executive, Financial and Accounting Officer)

12-6-

Filing Compare · Gemini Tea Corp.