GGSM Gold and GemStone Mining Inc (PK)

Item 1.01 Entry into a Material Definitive Agreement.

Letter of interest to purchase the San Jose Mine.

On June 9, 2014, Isidro Medina Ibarra (the “ISIDRO”) with Gold and Gemstone Mining Mexico, a Subsidiary of Gold and Gemstone Mining Inc. ("GGSM") entered into a Letter of interest  (“LOI”) to enter into a Definitive Agreement within 12 days with an extension of 15 days for the Company purchase the San Jose mine. The Company has not entered into a final and definitive agreement at this time.

Land Status

The owned San Jose mine project is of ISIDRO. GGSM and ISIDRO have signed a letter of interest for purchase of San Jose Mine Jun 09, 2014 containing the following terms and conditions: Due Diligence Investigations

1.

On or before June 15th, 2014, or such later date each of the parties will conduct due diligence investigations in respect of the other in connection with the Acquisition.  For purposes of such investigations, each party hereto (the “Disclosing Party”) will give or cause to be given to the other party (the “Reviewing Party”) and its agents and representatives full access to all books, records, financial and operating data and other information concerning the Disclosing Party as its agents and representatives may reasonably request.  If, at any time, the Reviewing Party determines that it is not satisfied, in its sole discretion, with the results of such investigations, it may elect not to proceed with the transactions contemplated hereby.  In such instance the Reviewing Party will notify the Disclosing Party of such fact and thereupon this letter will terminate and the parties hereto will have no further obligations hereunder except the obligations set forth in section 7 below.  Due diligence which might interfere with the Disclosing Party’s business affairs will be subject to its reasonable approval and control, as the case may be.

Negotiation and Execution of Formal Agreement

2.

While the parties are conducting the due diligence investigations described in section 1 above, they will also negotiate in good faith to complete and execute a more formal agreement (the “Formal Agreement”) setting out in further detail the terms and conditions of the Acquisition.  The Formal Agreement will incorporate the terms and conditions set out in this Letter of Intent together with all other terms and conditions as the parties or their legal advisors consider necessary or desirable, including representations, warranties and covenants, indemnities from the parties relating to such representations, warrants and covenants, and conditions to closing.  If each of the parties hereto are satisfied with the results of their due diligence investigations, GGMM and MR. ISIDRO intend to complete negotiations of the terms of the Formal Agreement and to execute the Formal Agreement on or before June 15 2014.  This Letter of Intent will be terminated and of no further effect, except in respect of paragraph 7, 8 and 9, if the Formal Agreements have not been signed by June 22, 2014 (the “Termination Date”).

3.

The obligations of the parties to complete the Acquisition will be subject to the satisfaction of the following of conditions:

(a)

all representations, warranties, certifications, confirmations and other statements made in or pursuant to the Formal Agreement being accurate and complete in all material respects on and as of the Closing Date;

(b)

all approvals, consents and waivers required so that the Reorganization will not:

(i)

conflict with or result in a breach of any material contract (including any license) to which GGMM or MR. ISIDRO is party or subject or of which GGMM or MR. ISIDRO has any benefit or advantage or any applicable law, regulation or order;

(ii)

result or possibly result in the termination, cancellation, acceleration, modification or suspension with respect to any such contract or any permit, license or the like held by GGMM or MR. ISIDRO; or

(iii)

violate any governmental restrictions; having been obtained;

(c)

there having been no material adverse change in the affairs, prospects or financial status of GGMM or MR. ISIDRO between the date of execution of this Letter of Intent and the Closing Date; and

The parties will cooperate with each other in obtaining satisfaction of such conditions.

Transaction Costs and Brokerage; Indemnity

Each party will be responsible for its own costs (including, but not limited to, legal fees and expenses) in connection with the transactions contemplated hereby.

The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the LOI, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

2

In Jun 19, 2014 ISIDRO MEDINA signed a time extension of letter of interest signed the past Jun 09, 2014.  He grants 15 days for extension.

The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the LOI, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Description of Property

Location

The project is located in municipality of Culiacan, Sinaloa state, Mexico 21 km from the Culiacan city and 28 km to Culiacan international airport and is comprised of the San Jose Mine, comprising fifty hectares or approximately one hundred twenty three acre.

The San Jose Project consists an unexplored prospect  that may hold an important mineral potential for Au - Ag epithermal mineralization. The property is sits on the right bank of the Tamazula River and can be easily reached by paved and dirt roads.

The Ag - Au ore was extracted from two small adits and an eight meters deep pit all exposed on the bank of the river. Preliminary chemical assays indicate moderate Au (i.e. 0.1 to 1.9 g/MT) and Ag (0.6 to 3.16.0 g/MT) enrichment.

3

History

The first geological investigations of the Sinaloa state date as far back as 1882 and correspond to a 1:500,000 geological map. Other regional work conducted in the early 1900's includes the description of mining fields and the geology of the region comprised between Durango and Mazatlan (Santillan, 1927). From 1945 to 1957, the Instituto nacional para la investigación de los Recursos Minerales carried out several investigations in specifics mining districts notably the San Jose de Garcia, and the Badiraguato and Tamazula regions (Rocha, 1958). During the 1960's first compilation of the Sinaloa state geology was completed by the instituto de Geologia (UNAM). During the 1980's, several researchers from the Instituto Mexicano del Petroleo (PEMEX) and the Instituto de Geologia (UNAM), also contributed to the stratigraphy and structural geology. A monograph of the mining activities and geology of Sinaloa state was published by the Consejo de Recursos Minerales and constitute an important source of documentation.

Accessibility, climate, local resources infrastructure and physiography

The San Jose property in located about 21 km east of the city of Culiacan, in the state of Sinaloa. The property can be reached by truck from the city of Culiacan by traveling 10 km on the Culiacan-Imala highway at the outset of the city until we encounter the intersection with the road in direction to Imala. Turning right, in a general southeastward direction, we then travel for 1 km. Buzzards, ducks, and swallows are common birds. turtles, iguanas and alligators also can be found.

Regional Geology

The Culiacan area forms part of the Sierra Madre Occidental and the coastal Pacific Plain. The basement rocks of the region are composed of a sequence of Paleozoic volcano sedimentary rocks nominally slate intercalated with andesitic flows on which the Mesozoic and Tertiary rocks rest unconformably. The Lower Cretaceous is characterized by calcareous arenite of volcanic origin and by andesitic flows associated with the construction of a volcanic arc correlated to the Guerrero Terrane (Campa and Coney, 1981). These rocks are unconformably overlain by a sequence of recifal of Upper Cretaceous age. During the Paleocene - Eocene, andesitic flow, andesitic breccia and andesit tuff were laid unconformably upon the Upper Cretaceous rocks. The Early Tertiary rocks are in turn overlain by Eocene - Oligocene polymict conglomerate recovered by rhyolitic breccia and ignimbrite. Another concordant sequence of Oligocene - Miocene ignimbrite and rhyolitic tuff and minor rhyolitic flow were deposited to form the topographic highs characteristics of the geomorphology of the region. The Mesozoic and Cenozoic rocks were intruded by granodiorite and monzogranite plutons forming the vast composite Sinaloa Batholoth (100 - 27 Ma). It is possible that the granodioritic magmatism started in the lower Cretaceus and waned during the Tertiary. The plutonism is also accompanied by the intrusion andesitic and aplitic dyke and subvolcanic body represented by porphyritic diorite and andesite commonly associated with severa mineralizing events. A sequence of arenite and mudstone of volcanic origin overlay unconformably by Miocene continental polymict conglomerate recover the Oligocene - Miocene felsic volcanic rocks. Finally, the Quaternary rokcs are constituted of basaltic flow, unconsolidates conglomerate as well as eolian, alluvial and lacustrine sediment.well as eolian, alluvial and lacustrine sediment.

Project Infrastructure, Access and Power

There isn't infrastructure into the property

Reserves

There are no established reserves on the project.

Permitting

The San Jose mine have a concession mining for exploration, the environment permits are in planning.

Proposed Exploration Plan

Several phases of exploration work will be necessary to move forward this project. Each successive phases of work is contingent upon the results of previous phases. The first phase will require geological mapping and sampling.

The second phase of work will involve re-establishing underground access, channel sampling, rehabilitation of underground workings, surface soil sampling, and geologic mapping.

Our current cash on hand is insufficient to complete any of the activities set forth in our planned exploration program. We have postponed the commencement of any exploration and development program until such time that we are able to secure sufficient financing. We can provide no assurance that we will be successful in securing sufficient financing. Provided we are able to secure sufficient financing, we anticipate that we will incur the following costs for the next twelve months:

This exploration plan may change or be terminated depending on the results from each stage of exploration.

4

Item 7.01 Regulation FD Disclosure.

Press Release

The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

On June 25, 2013, the Company made a press release announcing its entering into a Memorandum of Understanding and LOI, as discussed above. The text of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits .   The following exhibits are filed herewith.

5

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.

Date: June 24, 2014

6

5.

During the period before the Closing Date, GGMM and MR. ISIDRO will use their best efforts to prevent public disclosure or knowledge of the transaction contemplated hereby, without the prior approval of the other, and will maintain the confidentiality of the negotiations regarding such transaction.  The foregoing will not restrict or otherwise affect the right of GGMM or MR. ISIDRO to make or permit any disclosure:

(a)

which, in its opinion, is reasonably necessary or desirable for it to carry out and give full effect to the terms, provisions and intent hereof and the transaction contemplated hereby;

(b)

to consultants, legal advisors, financial institutions, business associates and others provided such disclosure is not intended for broad dissemination to the public;

(c)

in the case of GGMM, which the legal advisors for GGMM advise is required or advisable to ensure compliance with applicable securities laws and regulations and the applicable rules of the OTC Markets; or

(d)

as may be required by law.

Exclusive Dealing

6.

As an inducement to the parties to proceed with the due diligence investigations described in section 2 above and the preparation of the Formal Agreement (which activities it is acknowledged will involve incurring significant expenditures), each of the parties hereto hereby agrees with the other to deal exclusively and in confidence with the other in respect of the matters set out herein and to take no action, directly or indirectly, which would impair the ability of either of the parties hereto to complete the transaction contemplated hereby and, without limitation, each of the parties hereto hereby agree and undertake to the other that, unless consented to in writing by the other party hereto, they will not at any time on or before the earlier of the Termination Date and the date of the Formal Agreement, enter into, negotiate, solicit or knowingly encourage or participate in, any negotiations or discussions relating to any sale of their shares or property and assets or any transaction involving an amalgamation, merger, arrangement or other form of business combination involving such parties, or any issue of shares or other securities of such party or the incurrence of any indebtedness, obligations or other liabilities by such party other than in the ordinary course of its business as currently being conducted.

General

7.

Other than the obligations set forth in sections 4, 5 and 6 above, the parties will not be obligated in any manner with respect to the transactions contemplated hereby (including obligations to negotiate in good faith) unless and until the Formal Agreement is executed by the parties.

8.

This Letter of Intent will be governed by and construed in accordance with the laws of the State of Nevada.  The Parties submit to the jurisdiction of the courts of the State of Nevada and State of Sinaloa Mexico with respect to any matters arising out of this Letter of Intent.

9.

This Letter of Intent may be executed in any number of counterparts, by facsimile or otherwise, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same document.

Please confirm that this Letter of Intent accurately sets forth your understanding of the terms of the proposed transaction and the other matters discussed herein, by signing a copy of this Letter of Intent below and returning it to us.

Yours very truly,

GOLD AND GEMSTONE MINING DE MEXICO S.R.L. DE C.V.

Per:  /s/c Ivan Mondragon Mendez

  Authorized Signatory

Confirmed this 06th day of June, 2014

Per:  /s/c ISIDRO MEDINA IBARRA.

  Authorized Signatory

Exhibit 99.1

Gold and Gemstone Mining Signs letter of interest to purchasing San Jose Mining Project

Sinaloa, Mexico: Jun 24, 2014:

Culiacan, Sinaloa Mexico - Gold and Gemstone Mining Inc. (OTCQB: GGSM), a gold exploration and development stage mining company focused on Mexico, for start of exploration, exploitation and refining of Gold.

Ivan Mondragon, GGSM's VP and General Manager of Mexico Operations, today commented, "I'm delighted to announce that this mining potential can bring great opportunity to GGSM and its shareholders. Mexico still has great-unexplored land with a high concentration of gold in the ground. Mr Mondragon then goes on to state, "Before signing up with any land owners for the rights to explore for gold it is extremely important to have the right local partnership in place and this is where we see a future potential opportunity by working together. The favorable condition for the work of mining in Mexico is achieved by planning properly, responsibly and transparently, working with highly qualified. This is extremely exciting for us and our shareholders. The potential in this zone is very large, Sinaloa state, shares with the Mexican states of Chihuahua, Durango and Sonora the great mineral wealth of the Sierra Madre Occidental, with large reserves of gold, silver, copper, lead, zinc, iron and nickel, and other minerals, it's a privileged region. The metallic mineral production in the state of Sinaloa, has tripled in the last years and the trend is upward, silver production from the Sierra Madre Occidental has led Mexico to be the largest producer of silver in the world, the quality of its gold and seriousness of producers, has caught the attention of companies like Apple to integrate this mineral in their electronic equipment. Gov. Mario Lopez Valdez, In the framework of the World Mining Congress 2014 in Toronto, Ontario, Canada, qualified Sinaloa as a safe and attractive destination for mining investment. This opinion is based on increasing state mining and confidence that reflects the entry of domestic and foreign companies investing in the region, having around 1,500 mining titles that occupy 1.4 million hectares, which around of 1.3% are in exploitation, in where around of 80% are mining companies foreign in where around of 80% are mining companies foreign, principally Canadian, North Americans, Australians and British. My personal experience in the last years has led me to meet many mining prospects That I Know that will be great projects, and they will be considered for the long-term project."

About Gold and Gemstone Mining Inc.
Gold and Gemstone Mining Inc. is an exploration stage company that will engage in the acquisition, exploration, and development of gold and other minerals properties in Mexico. Integral to GGSM's plan is the formation of strategic alliances and joint ventures with gold and diamond mining companies for the acquisition(s) of new mining concessions, equipment and human capital. The company's management intends to focus on strengthening GGSM's position as a player in the gold and diamond mining industry. GGSM is committed to providing maximum return for shareholders while working closely within the local communities with their mining operations, to ensure local economies are also benefiting and can flourish from GGSM's activities.

FORWARD-LOOKING STATEMENTS: "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements relating to the company's business activities and other statements in this press release are forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Such statements are based on current expectations about the Company's business. Words such as expects, anticipates, intends, plans, believes, estimates and similar words and expressions are intended to identify such forward-looking statements. These statements involve risks that are difficult to evaluate. Actual results can vary from descriptions herein due to many factors including changes in metal prices and business conditions; changes in laws and regulations; problems encountered in exploration and obtaining permits; changes in the competitive environment; technological advances; shortages of skilled workers, drill rigs and equipment; the need for additional capital and other risks listed in the Company's Securities and Exchange Commission filings under "risk factors" and elsewhere. Forward-looking statements speak only as of the date they were made. The Company does not undertake any obligation to update forward-looking statements.

Contact Information:

www.ggsmining.com

Investor Relations

USA toll free 1 (888) 551-4115

NY Local 1 (646) 405-4805

ggsm@mscorpcommunications.com

Investor Inquiries:

info@ggsmining.com

The LOI contemplates the signing of a definitive purchase agreement within seventeen days after initial due diligence and initial exploration have been conducted on the property. Further information is available in our 8k filing on this project.

About Gold and Gemstone Mining

Gold and Gemstone Mining is company focused on the acquisition, exploration and potential development of prospective gold and silver properties in North and South America. Our strategy is to build a pipeline of gold and silver projects to explore and develop, or enter into joint-ventures. We target projects in historic mining districts with what are believed to have potential for large-scale exploration or relative medium-term production.

Disclaimer

This release contains forward-looking statements that are based on beliefs of Gold and Gemstone Mining Inc, management reflects current expectations as contemplated under section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities and Exchange Act of 1934, as amended. When we use in this release, the words "estimate," "project," "believe," "anticipate," "intend," "expect," "plan," "predict," "may," "should," "will," "can," the negative of these words , or such other variations thereon, or comparable terminology, are all intended to identify forward looking statements. Such statements reflect the current views of Gold and Gemstone Mining with respect to future events based on currently available information and are subject to numerous assumptions, risks and uncertainties, including but not limited to, risks and uncertainties pertaining to development of mining properties, changes in economic conditions and other risks, uncertainties and factors, which may cause the actual results, performance, or achievement expressed or implied by such forward looking statements to differ materially from the forward looking statements. The information contained in this press release is historical in nature, has not been updated, and is current only to the date shown in this press release. This information may no longer be accurate and therefore you should not rely on the information contained in this press release. To the extent permitted by law, Gold and Gemstone Mining, Inc. and its employees, agents and consultants exclude all liability for any loss or damage arising from the use of, or reliance on, any such information, whether or not caused by any negligent act or omission. This press release incorporates by reference the Company's filings with the SEC including 10k, 10Q, 8K reports and other filings.