UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 20-F/A

(Mark One)

[  
]

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

or

[X]

Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2005

or

[  
]

Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from________________ to __________________

[  
]

Shell company report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this shell company report __________________

Commission file number 0-17791

Twin Mining Corporation

(Exact name of registrant as specified in its charter)



Incorporated in the Province of British Columbia on March 6, 1985
and continued into the Province of Ontario effective March 15, 2000

(Jurisdiction of incorporation or organization)



Suite 1250, 155 University Avenue, Toronto, Ontario, Canada M5H 3B7

(Address of principal executive offices)



Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of eachName of each exchangeClasson which registered




Securities registered or to be registered pursuant to Section 12(g) of the Act:

common shares without par value

(Title of Class)

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



(Title of Class)



Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.  As ofDecember 31, 2005: 180,984,220 common shares



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes 
[   ]

No 
[X]





1.



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If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes 
[   ]

No 
[X]



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes 
[X ]

No 
[   ]



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

Large Accelerated Filer 
[   ]             Accelerated Filer 
[   ]

Non-Accelerated Filer 
[X]

Indicate by check mark which financial statement item the Corporation has elected to follow.

Item 17 
[X]

Item 18 
[   ]



If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Yes 
[   ]

No 
[X]



ITEM 15.

CONTROLS AND PROCEDURES

The directors of the Corporation are elected annually and hold office until the next annual meeting of the shareholders of the Corporation or until their successors in office are duly elected or appointed. The Corporation does not have an executive committee. All directors are elected for a one-year term. All officers serve at the pleasure of the Board.

The Corporation's Board of Directors has only one committee, the Audit Committee, which during 2005 was composed entirely of independent directors, being Cedric Ritchie, Robert Pendreigh, Alfred Powis and James Gray. On March 17, 2005, Mr. Holmes replaced Mr. Powis on the Audit Committee; on August 1, 2005, Mr. Pendreigh resigned as director of the Corporation. Mr. Holmes resigned as director of the Corporation on April 12, 2006, the Audit Committee currently is comprised of Messrs Gray, Powis and Ritchie. The Audit Committee has the responsibility of reviewing with the Corporation's external auditor all financial statements to be submitted to an annual meeting of the shareholders of the Corporation, prior to their consideration by the Board of Directors. The members of the Audit Committee do not receive any separate remuneration for acting as members of the committee. (Please see Statement of Corporate Governance Practices in the Management Information Circular dated March 13, 2006 indexed herein as ITEM 19(b)).

As of the end of the period covered by this report, the Corporations principal executive officer and principal financial officer conducted an evaluation pursuant to Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), of the effectiveness of the design and operation of the Corporations disclosure controls and procedures. Based on this evaluation, they have concluded that as of the end of the period covered by this report such disclosure controls and procedures were not effective due to certain material weaknesses as described more fully below.

As disclosed in note 12 to the annual consolidated financial statements for the year ended December 31, 2005, we have restated the annual consolidated financial statements for the years ended December 31, 2004 and 2003. One of these restatements related to the incorrect reporting of a material amount to the US GAAP



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income statement reconciliation, which led to the restatement of our US GAAP reconciliation for the year ended December 31, 2004.

We have consulted with our audit committee and Board of Directors and have undertaken remedial measures to enhance our disclosure controls.



|               |             |           
|-------------- | ----------- | ----------
|Exhibit
Number | Description | # of Pages



|     |                                                                                                                        |       
|---- | ---------------------------------------------------------------------------------------------------------------------- | ------
|12.1 | Chief Executive Officer certification pursuant to Rule 13(a)14 of the Securities Exchange Act of 1934.                | 1 page
|12.2 | Chief Financial Officer certification pursuant to Rule 13(a)14 of the Securities Exchange Act of 1934.                | 1 page
|13   | Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 1 page







SIGNATURE

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

TWIN MINING CORPORATION

DATE: September 7, 2006

/s/ Bill Baird



BILL BAIRD

INTERIM CEO



3.