---









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: June 30, 2008



[  ]

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

For the transition period from  to



Commission File Number 0-50009



LINCOLN MINING CORP.

(Exact name of registrant as specified in its charter)



|                                         |  |                    
|---------------------------------------- |  | -------------------
|Nevada                                   |  | 32-0196442         
|(State or other jurisdiction of          |  | (I.R.S. Employer   
|incorporation or organization)           |  | Identification No.)
|                                         |  |                    
|605 Pacific Avenue                       |  |                    
|Manhattan Beach, CA                      |  | 90266              
|(Address of principal executive offices) |  | (Zip Code)         

(323) 449-2180(Registrants telephone number, including area code)



Securities registered pursuant to section 12(b) of the Exchange Act: None



Securities registered under Section 12(g) of the Exchange Act: $.001 par value, common voting shares



Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [  ]



Check whether the issuer (1) 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.  (1) Yes [X]  No [   ]



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-Kor any amendment to this Form 10-KSB.  [  ]



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







1

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The issuers revenue for its most recent fiscal year was: $0.



The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity as of  August 15, 2008 was $121,000.



As of September 29, 2008 the issuer had 5,420,000 shares of its $.001 par value common stock outstanding.



Documents incorporated by reference:   None



Transitional Small Business Disclosure Format.

Yes [  ]

No [X]















2



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LINCOLN MINING CORP.

FORM 10-K

TABLE OF CONTENTS



|                                                                        |   
|----------------------------------------------------------------------- | --
|PART I                                                                  |   
|ITEM 1. DESCRIPTION OF BUSINESS                                         | 5 
|                                                                        |   
|ITEM 2. DESCRIPTION OF PROPERTY                                         | 5 
|                                                                        |   
|ITEM 3. LEGAL PROCEEDINGS                                               | 5 
|                                                                        |   
|ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            | 5 
|                                                                        |   
|PART II                                                                 |   
|                                                                        |   
|ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS        |   
|AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES                | 5 
|                                                                        |   
|ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS                            | 6 
|                                                                        |   
|ITEM 7. FINANCIAL STATEMENTS                                            | 11
|                                                                        |   
|ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON                |   
|ACCOUNTING AND FINANCIAL DISCLOSURE                                     | 25
|                                                                        |   
|ITEM 8A(T). CONTROLS AND PROCEDURES                                     | 25
|                                                                        |   
|ITEM 8B. OTHER INFORMATION                                              | 27
|                                                                        |   
|PART III                                                                |   
|                                                                        |   
|ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL AND CORPORATE |   
|GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT           | 27
|                                                                        |   
|ITEM 10. EXECUTIVE COMPENSATION                                         | 30
|                                                                        |   
|ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS                |   
|AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                          | 30
|                                                                        |   
|ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,                |   
|AND DIRECTOR INDEPENDENCE                                               | 34
|ITEM 13. EXHIBITS                                                       | 34
|                                                                        |   
|ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                         | 35
|                                                                        |   
|SIGNATURES                                                              | 36







3

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PART I





INTRODUCTION



Throughout this Annual Report, the terms, we, us, our or the Company  refer to Lincoln Mining Corp., (LMC).



FORWARD-LOOKING STATEMENTS



This Annual Report on Form 10-Kcontains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with regards to our revenue, spending, cash flow, products, actions, intentions, plans, strategies and objectives.  For this purpose any statements contained in this Annual Report that are not statements of historical fact may be deemed to be forward-looking statements.  Without limiting the foregoing, words such as may, hope, will, expect, believe, anticipate, estimate projectedor continue or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainty, and actual results may differ materially depending on a variety of factors, many of which are not within our control.  These factors include but are not limited to economic conditions generally and in the industry in which we and our customers participate; competition within our industry, including competition from much larger competitors; legislative requirements or changes which could render our services less competitive or obsolete; our failure to successfully develop new services and/or products or to anticipate current or prospective customers needs; price increases or employee limitations; and delays, reductions, or cancellations of contracts we have previously entered.



Forward-looking statements are predictions and not guarantees of future performance or events.  The forward-looking statements are based on current industry, financial and economic information, which we have assessed but which by its nature is dynamic and subject to rapid and possibly abrupt changes.  Our actual results could differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with our business. We undertake no obligation to amend this report or revise publicly these forward looking statements (other than pursuant to reporting obligations imposed on registrants pursuant to the Securities Exchange Act of 1934) to reflect subsequent events or circumstances.







4

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ITEM 1.  DESCRIPTION OF BUSINESS



The Company was incorporated in the State of Nevada on February 20, 2007. The Company is an Exploration Stage Company as defined by the Statement of Financial Accounting Standard (SFAS) No.7. The Company has acquired a mineral property located in Elko County, within the state of Nevada and has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of property expenditures will be dependent upon the discovery of economically recoverable reserves, confirmation of the companys interest in the underlying property, and the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and upon future profitable production of proceeds for sale thereof.



ITEM 2.  DESCRIPTION OF PROPERTY



The principal office of Lincoln Mining Corp. is located in Manhattan, California.  There is no lease.



ITEM 3.  LEGAL PROCEEDINGS





To the knowledge of management, there is no material litigation or governmental agency proceeding pending or threatened against the Company or its management. Further, we are not aware of any material pending or threatened litigation or governmental agency proceeding to which the Company or any of our directors, officers or affiliates are, or would be, a party.





ITEM 4.  SUBMISSION OF MATTERS TO A VOTE

OF SECURITIES HOLDERS



We did not hold an annual meeting of stockholders to vote on the following matters:



·

to elect directors to our  Board of Directors; and

·

to appoint Chisholm, Bierwolf and Nilson as the independent registered public accounting firm of the Company for the 2007 fiscal year.





ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED

STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER

PURCHASES OF EQUITY SECURITITES





As of year ended June 30, 2008, our shares are not currently being traded on the Over-the-Counter Bulletin Board (OTCBB) under the symbol LCNM.



As of September 29, 2008 we have 29 shareholders holding 5,420,000





5

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Cash Dividends



We have not declared a cash dividend on any class of common equity.  There are no restrictions on our ability to pay cash dividends, other than state law that may be applicable; those limit the ability to pay out all earnings as dividends.  Our board of directors does not, however, anticipate paying any dividends in the foreseeable future; it intends to retain the earnings that could be distributed, if any, for the operations, expansion and development of its business.



Unregistered Sales of Equity Securities



No instruments defining the rights of the holders of any class of registered securities have een materially modified, limited or qualified.



During the year ended June 30, 2008, we did not sell any equity securities.



Repurchases of Equity Securities



During the year ended June 30, 2008, we did not repurchase any of our equity securities.



ITEM 6.  MANAGEMENTS DISCUSSION AND ANALYSIS



Liquidity and Capital Resources



We do not currently possess a financial institution source of financing and there is no guarantee that the existing sources of cash will be adequate to meet our liquidity requirements.



Our future capital requirements will depend upon the ability of the Company to generate 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 has plans to seek additional capital through a private placement and public offering of its common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.



As of June 30, 2008, we had cash on hand of $644 compared to $23,721.  The $23,077 decrease in cash on hand is the result of start-up cost of operations. We believe that cash on hand will not be sufficient to cover our operating costs over the next twelve months.  We anticipate needing to find other sources of capital at this time. We would seek additional capital in the form of debt and/or equity.  While we believe we are capable of raising additional capital, there is no assurance that we will be successful in locating other sources of capital on favorable terms or at all.



6



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The ability of the Company to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue operations, explore and develop the mineral properties and the discovery, development, and sale of ore reserves.





These factors, among others raise substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Plan of Operation

Our plan of operation for the next twelve months is to complete the recommended phase one and two  exploration programs on the Zone Lode Claim consisting of grid emplacement, concentrated geological mapping and sampling, geophysical surveys and an initial drill hole. We anticipate that these  exploration programs will cost approximately $7,000 and $25,000 respectively.

We plan to commence the phase one exploration program on the Zone Lode claim in the fall of 2008, subject to financing. This program will take approximately two months to complete. We do not have any verbal or written agreement regarding the retention of any qualified engineer or geologist for these exploration programs

Our budget for the phase one exploration program is as follows:

Budget - Phase 1

| | Follow-up Geochem and Detailed Geology sampling | $ | 5,000
| | ----------------------------------------------- | - | -----
| | Assays 75 @ $20 per assay                       | $ | 1,500
| | Contingency                                     | $ | 500  
| |                                                
| | Total Phase I                                   | $ | 7,000



The anticipated budget for the phase two program is as follows:

| | Geophysical survey        | $ | 18,500
| | ------------------------- | - | ------
| | Follow-up Mapping         | $ | 2,500 
| | Report writing/consulting | $ | 2,500 
| | Operating Supplies        | $ | 1,500 
| |                          
| | Total Phase II            | $ | 25,000





7



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After the completion of the phase two exploration program, we will have our consulting geologist prepare a report discussing the results and conclusions of the first two phases of exploration. We will also ask him to provide us with a recommendation for additional exploration work on the Zone Lode claim, which will include a proposed budget.

As well, we anticipate spending an additional $15,000 on administrative fees, including fees payable in connection with reporting obligations. Total expenditures over the next 12 months are therefore expected to be approximately $50,000.

We will require additional funding in order to proceed with exploration on the Zone Lode claim and to cover administrative expenses. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or from director loans. We do not have any arrangements in place for any future equity financing or loans.

Results of Operations for Year Ended June 30, 2008

We did not earn any revenues during the year ended June 30, 2008. We incurred operating expenses in the amount of $22,248 for the year ended June 30, 2008.

At June 30, 2008, we had total assets of $12,444, consisting of $644 of cash and $11,800 for mining interests. At the same date, our total liabilities of $820 consisting of a related party payable for $100 due to our president and an accrued expense of $720 incurred for audit fees.

Cash Flow



During the year ended June 30, 2008 cash was primarily used to fund operations. We had a net decrease in cash of $23,077 during the year ended June 30, 2008 as compared to June 30, 2007.  See below for additional discussion and analysis of cash flow.



|                                                    |   | For the year ended June 30, |  
|--------------------------------------------------- | - | --------------------------- | -
|                                                    |   | 2008                        |  
|                                                   
|Net cash provided by (used in) operating activities | $ | (21,277                     | )
|Net cash used in investing activities               |   | (1,800                      | )
|Net cash provided by financing activities           |   | -                           |  
|                                                   
|Net Change in Cash                                  | $ | (23,077                     | )



During the year ended June 30, 2008, net cash provided by operating activities was $21,277, compared to net cash provided by operating activities of $1,379 during the year ended June 30, 2007.



8



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As discussed herein we realized net loss from operations of $22,248 during the year ended June 30, 2008, compared to $1,128 during the year ended June 30, 2007.



We did not engage in any financing activities in year ended June 30, 2008. In year ended June 30, 2007, we raised capital through the proceeds from selling common stocks to investors.



Off-Balance Sheet Arrangements



The Company has no off-balance sheet arrangements and has not entered into any transaction involving unconsolidated limited purpose entities.



Recent Accounting Pronouncements



In February 2007, the FASB issued SFAS No. 159, THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES  INCLUDING AN AMMENDMENT OF FASB STATEMENT NO.115. This statements objective is to improve financial reporting by providing us with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is expected to expand the use of fair value measurement, which is consistent with the FASBs long-term measurement objective for accounting for financial instruments. The adoption of SFAS 159 did not have an impact on our financial statements. We presently comment on significant accounting policies (including fair value of financial instruments) in Note 2 to the financial statements.



In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS  AN AMENDMENT OF ARB NO. 51. This statements objective is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require ownership interests in the subsidiaries held by parties other than the parent be clearly identified. The adoption of SFAS 160 did not have an impact on the Companys financial statements.



In December 2007, the FASB issued SFAS No. 141 (revised), BUSINESS COMBINATIONS. This revision statements objective is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its effects on recognizing identifiable assets and measuring goodwill. The adoption of SFAS 141 (revised) did not have an impact on the Companys financial statements.



In March 2008, the FASB issued SFAS No.161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIESAN AMENDMENT OF FASB STATEMENT NO. 133. This statements objective is intended to enhance the current disclosure framework in statement 133. The statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to manage. The adoption of SFAS 161 did not have an impact on the Companys financial statements.



9



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In May 2008, the FASB issued SFAS No. 162, THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.  This statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States.  The Board believes that the GAAP hierarchy should be directed to entities because it is the entity (not its auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.  The adoption of SFAS No. 162 did not have an impact on the Companys consolidated financial statements.



In May 2008, the FASB issued SFAS No. 163, ACCOUNTING FOR FINANCIAL GUARANTEE INSURANCE CONTRACTSAN INTERPRETATION OF FASB STATEMENT NO. 60.  This statement was issued because diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises.  That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, Accounting for Contingencies.  This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation.  This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities.  The adoption of SFAS No. 163 does not have an impact on the Companys consolidated financial statements.





Critical Accounting Policies and Estimates



The preparation of financial statements in accordance with accounting standards generally accepted in the United States requires management to make estimates and assumptions that affect both the recorded values of assets and liabilities at the date of the financial statements and the revenues recognized and expenses incurred during the reporting period. Our estimates and assumptions affect our recognition of deferred expenses, bad debts, income taxes, the carrying value of its long-lived assets and its provision for certain contingencies. We evaluate the reasonableness of these estimates and assumptions continually based on a combination of historical information and other information that comes to its attention that may vary its outlook for the future. Actual results may differ from these estimates under different assumptions.



Management suggests that our Summary of Significant Accounting Policies, as described in Note 2 of Notes to Consolidated Financial Statements, be read in conjunction with this Managements Discussion and Analysis of Financial Condition and Results of Operations. We believe the critical accounting policies that most impact our consolidated financial statements are described below.



Basis of AccountingWe use the accrual method of accounting.







10



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ITEM 7.  FINANCIAL STATEMENTS





















Lincoln Mining Corp

(An Exploration Stage Company)

Audited Financial Statements

(In U.S. Dollars)



June 30, 2008

and

June 30, 2007





11



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letter



12



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|                                     |  |  |  |  |  |  |  | 
|------------------------------------ |  |  |  |  |  |  |  | 
|**Lincoln Mining Corp.**            
|**(An   Exploration Stage Company)**
|Balance   Sheets                    



|ASSETS                                               
|-----------------------------------------------------
|                                                     
|                                                     
|Current Assets                                       
|Cash and cash equivalents                            
|Prepaid                                              
|Total current assets                                 
|                                                     
|Property and Equipment                               
|Mining interests                                     
|Total property and equipment                         
|                                                     
|Total assets                                         
|                                                     
|LIABILITIES AND STOCKHOLDERS EQUITY                 
|Current Liabilites                                   
|Accounts Payable                                     
|Related party payable                                
|                                                     
|Total current liabilities                            
|                                                     
|Total liabilities                                    
|                                                     
|Commitments and contingencies                        
|                                                     
|Stockholders' Equity                                 
|Capital stock, $.001 par value,                      
|75,000,000 shares authorized;                        
|5,420,000 shares issued and outstanding, respectively
|Additional paid-in capital                           
|Deficit, accumulated during the exploration stage    
|                                                     
|Total stockholders equity                           
|Total liabilities and stockholders equity           



The accompany notes are an integral part of the financial statements.

13



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|**Lincoln Mining Corp.**            
|------------------------------------
|**(An   Exploration Stage Company)**
|Statements of Operations            



|                                               |   |            |   |   |              |   |   | Cumulative     |  
|---------------------------------------------- | - | ---------- | - | - | ------------ | - | - | -------------- | -
|                                               |   |            |   |   | For the      |   |   | During the     |  
|                                               |   |            |   |   | Period from  |   |   | Exploration    |  
|                                               |   | For the    |   |   | Inception    |   |   | Stage February |  
|                                               |   | Year       |   |   | February 20, |   |   | 20, 2007       |  
|                                               |   | Ended      |   |   | 2007 to      |   |   | (inception) to |  
|                                               |   | June 30,   |   |   | June 30,     |   |   | June 30,       |  
|                                               |   | 2008       |   |   | 2007         |   |   | 2008           |  
|Revenue                                        |   | -          |   |   | -            |   |   | -              |  
|                                               |   | -          |   |   | -            |   |   | -              |  
|                                              
|Operating costs and expenses                   |   |            |   |   |              |   |   |                |  
|                                              
|Consulting                                     | $ | 5,550      |   | $ | -            |   |   | 5,550          |  
|Legal and accounting                           |   | 12,225     |   |   | 749          |   |   | 12,974         |  
|Operation and administration                   |   | 4,473      |   |   | 379          |   |   | 4,852          |  
|                                              
|Total operating costs and expenses             |   | 22,248     |   |   | 1,128        |   |   | 23,376         |  
|                                              
|Loss from operations before                    |   |            |   |   |              |   |   |                |  
|income tax                                     |   | (22,248    | ) |   | (1,128       | ) |   | (23,376        | )
|                                              
|Provision for income taxes                     |   | -          |   |   | -            |   |   | -              |  
|                                              
|                                              
|Net (loss)                                     |   | (22,248    | ) |   | (1,128       | ) | $ | (23,376        | )
|                                              
|                                              
|                                              
|Loss per common share basic and fully diluted | $ | (0.00      | ) | $ | (0.00        | ) |   |                |  
|                                               |   |            |   |   |              |   |   |                |  
|Weighted average common shares                 |   | 5, 420,000 |   |   | 5,122,308    |   |   |                |  













The accompany notes are an integral part of the financial statements.

14



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|**Lincoln Mining, Inc.**                                  
|----------------------------------------------------------
|**(An   Exploration Stage Company)**                      
|Statement of Stockholders' Equity                         
|From   February 20, 2007 (inception) through June 30, 2008



|                           |           |   |        |  |   |                |   |             |   |   |               |  
|-------------------------- | --------- | - | ------ |  | - | -------------- | - | ----------- | - | - | ------------- | -
|                           |           |   |        |  |   |                |   | Deficit     |   |   |               |  
|                           |           |   |        |  |   |                |   | Accumulated |   |   |               |  
|                           |           |   |        |  |   | **Additional** |   | During      |   |   | Total         |  
|                           |           |   |        |  |   | **Paid in**    |   | Exploration |   |   | Stockholders' |  
|                           | Shares    |   | Amount |  |   | **Capital**    |   | Stage       |   |   | Equity        |  
|                          
|Balance, February 20, 2007 |           |   |        |  |   |                |   |             |   |   |               |  
|(inception)                |           | $ | -      |  | $ | -              | $ | -           |   | $ | -             |  
|                          
|Shares issued for Cash at  |           |   |        |  |   |                |   |             |   |   |               |  
|$0.001 per share           | 4,000,000 |   | 4,000  |  |   | -              |   |             |   |   | 4,000         |  
|                          
|Shares issued for Cash at  |           |   |        |  |   |                |   |             |   |   |               |  
|$0.01 per share            | 1,000,000 |   | 1,000  |  |   | 9,000          |   |             |   |   | 10,000        |  
|                          
|Shares issued for Cash at  |           |   |        |  |   |                |   |             |   |   |               |  
|$0.05 per share            | 420,000   |   | 420    |  |   | 20,580         |   |             |   |   | 21,000        |  
|                          
|Net loss for the period    |           |   |        |  |   |                |   |             |   |   |               |  
|ending June 30, 2007       | -         |   | -      |  |   | -              |   | (1,128      | ) |   | (1,128        | )
|                          
|Balance, June 30, 2007     | 5,420,000 |   | 5,420  |  |   | 29,580         |   | (1,128      | ) |   | 33,872        |  
|                          
|Net loss for the period    |           |   |        |  |   |                |   |             |   |   |               |  
|ending June 30, 2008       | -         |   | -      |  |   | -              |   | (22,248     | ) |   | (22,248       | )
|                          
|Balance, June 30, 2008     | 5,420,000 | $ | 5,420  |  | $ | 29,580         | $ | (23,376     | ) | $ | 11,624        |  



The accompany notes are an integral part of the financial statements.

15



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|**Lincoln Mining Corp.**            
|------------------------------------
|**(An   Exploration Stage Company)**
|Statements of Cash Flows            



|                                       |   |            |   |   |              |   |   |                  |  
|-------------------------------------- | - | ---------- | - | - | ------------ | - | - | ---------------- | -
|                                       |   |            |   |   | For the      |   |   |                  |  
|                                       |   |            |   |   | Period from  |   |   | Accumulated      |  
|                                       |   |            |   |   | Inception    |   |   | from February    |  
|                                       |   |            |   |   | February 20, |   |   | 20, 2007         |  
|                                       |   | Year ended |   |   | 2007 through |   |   | (inception)      |  
|                                       |   | June 30,   |   |   | June 30,     |   |   | through June 30, |  
|                                       |   | 2008       |   |   | 2007         |   |   | 2008             |  
|Cash flows from operating activities   |   |            |   |   |              |   |   |                  |  
|                                      
|Net loss                               | $ | (22,248    | ) | $ | (1,128       | ) | $ | (23,376          | )
|                                      
|Changes in operating assets and        |   |            |   |   |              |   |   |                  |  
|liabilities:                           |   |            |   |   |              |   |   |                  |  
|                                      
|Increase in accrued expenses           |   | 720        |   |   |              |   |   | 720              |  
|Decrease in prepaid                    |   | 251        |   |   | (251         | ) |   | -                |  
|                                      
|Net cash used in operating activities  |   | (21,277    | ) |   | (1,379       | ) |   | (22,656          | )
|                                      
|Cash flows from investing activities   |   |            |   |   |              |   |   |                  |  
|Cash paid for mining interest          |   | (1,800     | ) |   | (10,000      | ) |   | (11,800          | )
|                                      
|Net cash used in investing activities  |   | (1,800     | ) |   | (10,000      | ) |   | (11,800          | )
|                                      
|Cash flows from financing activities   |   |            |   |   |              |   |   |                  |  
|Advance from related party             |   | -          |   |   | 100          |   |   | 100              |  
|Proceeds from issuance of common       |   |            |   |   |              |   |   |                  |  
|stock                                  |   | -          |   |   | 35,000       |   |   | 35,000           |  
|Net cash provided by financing         |   |            |   |   |              |   |   |                  |  
|activities                             |   | -          |   |   | 35,100       |   |   | 35,100           |  
|                                      
|Increase (Decrease) in cash and cash   |   |            |   |   |              |   |   |                  |  
|equivalents                            |   | (23,077    | ) |   | 23,721       |   |   | 644              |  
|                                      
|Cash and cash equivalents, beginning   |   |            |   |   |              |   |   |                  |  
|of year                                |   | 23,721     |   |   | -            |   |   | -                |  
|                                      
|Cash and cash equivalents, end of year | $ | 644        |   | $ | 23,721       |   | $ | 644              |  



The accompany notes are an integral part of the financial statements.

16



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|**Lincoln Mining Corp.**            
|------------------------------------
|**(An   Exploration Stage Company)**
|Statements of Cash Flows            



|                         |            |  | For the      |  |                  | 
|------------------------ | ---------- |  | ------------ |  | ---------------- | 
|                         |            |  | Period from  |  | Accumulated      | 
|                         |            |  | Inception    |  | from February    | 
|                         |            |  | February 20, |  | 20, 2007         | 
|                         | Year ended |  | 2007 through |  | (inception)      | 
|                         | June 30,   |  | June 30,     |  | through June 30, | 
|                         | 2008       |  | 2007         |  | 2008             | 
|Supplement Disclosures:  |            |  |              |  |                  | 
|Cash paid for interest   | -          |  | -            |  | -                | 
|Cash paid for income tax | -          |  | -            |  | -                | 



Note 1  Nature and Continuance of Operations



The Company was incorporated in the State of Nevada on February 20, 2007. The Company is an Exploration Stage Company as defined by the Statement of Financial Accounting Standard (SFAS) No.7. The Company has acquired a mineral property located in Elko County, within the state of Nevada and has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of property expenditures will be dependent upon the discovery of economically recoverable reserves, confirmation of the companys interest in the underlying property, and the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and upon future profitable production of proceeds for sale thereof.



Note 2 - Significant Accounting Policies



The following is a summary of significant account policies used in the preparation of these financial statements.



a. Basis of presentation



The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to exploration stage enterprises, and are expressed in U.S. dollars. The Companys fiscal year end is June 30.









17



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Lincoln Mining Corp

Notes to the Financial Statement

June 30, 2008 and 2007







Note 2 - Significant Accounting Policies (continues)



b. Cash and cash equivalents



Cash and cash equivalents include highly liquid investments with original maturities of three months or less.



c. Mineral property costs



The Company has been in the exploration stage since its formation on February 20, 2007 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition and exploration costs are charged to operations as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.



In the event that facts and circumstances indicate that the costs of long-lived assets, other than oil and gas properties, may be impaired, and evaluation of recoverability would be performed.  If an evaluation is required, the estimated future

undiscounted cash flows associated with the asset would be compared to the assets carrying amount to determine if a write-down to market value or discounted cash flow value is required.  Impairment of oil and gas properties is evaluated subject to the full cost ceiling as described under Oil and Gas Properties.



Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Companys title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.



d. Fair Value of Financial instruments



Unless otherwise indicated, the fair values of all reported assets and liabilities which represent financial instruments (none of which are held for trading purposes) approximate the carrying values of such amounts.



e. Environmental expenditures



The operations of the Company have been, and may in the future, be affected from time to time, in varying degrees, by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not



18



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Lincoln Mining Corp

Notes to the Financial Statement

June 30, 2008 and 2007







Note 2 - Significant Accounting Policies (continues)



predictable. The Companys policy is to meet or, if possible, surpass standards set by

relevant legislation, by application of technically proven and economically feasible measures.



Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.



f. Income taxes



Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with SFAS No. 109, Accounting for Income Taxes,which requires the use of asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and

liabilities and their respective tax bases, and for tax loss and credit carry-forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered are settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.



g. Basic and diluted net loss per share



The Company computes net loss per share in accordance with SFAS No. 128, Earnings per Share. SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerators) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. The Company had no common stock equivalents outstanding at June 30, 2008 or June 30, 2007.



19



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Lincoln Mining Corp

Notes to the Financial Statement

June 30, 2008 and 2007







Note 2 - Significant Accounting Policies (continues)







|                                  |   |                    |   |   | For the period from |  
|--------------------------------- | - | ------------------ | - | - | ------------------- | -
|                                  |   |                    |   |   | February 20, 2007   |  
|                                  |   | For the Year Ended |   |   | (inception)         |  
|                                  |   | June 30, 2008      |   |   | to June 30,2007     |  
|Basic Earnings per share:         |   |                    |   |   |                     |  
|Income (Loss) (numerator)         | $ | (22,248            | ) | $ | (1,128              | )
|Shares (denominator)              |   | 5,420,000          |   |   | 5,122,308           |  
|Per Share Amount                  | $ | 0.00               |   | $ | 0.00                |  
|Fully Diluted Earnings per share: |   |                    |   |   |                     |  
|Income (Loss) (numerator)         | $ | (22,248            | ) | $ | (1,128              | )
|Shares (denominator)              |   | 5,420,000          |   |   | 5,122,308           |  
|Per Share Amount                  | $ | 0.00               |   | $ | 0.00                |  





h. Use of estimates and assumptions



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. In these financial statements, assets, liabilities and earnings involve extensive reliance on managements estimates. Actual results could differ from those estimates.



The Companys periodic filing with the Securities and Exchange Commission (SEC) include, where applicable, disclosures of estimates, assumptions, uncertainties, and market that could affect the financial statements and future operations of the Company.



i. Concentrations of credit risk





The Companys financial instruments that are exposed to concentrations of credit







20



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Lincoln Mining Corp

Notes to the Financial Statement

June 30, 2008 and 2007







Note 2 - Significant Accounting Policies (continues)



risk primarily consist of its cash and related party payables. The Company places its cash

and cash equivalents with financial institutions of high credit worthiness. At times, its cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Companys management also routinely assesses the financial strength and credit worthiness of any parties to which it extends funds and as such, it believes that any associated credit risk exposures are limited.



j. Risks and uncertainties



The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, and other risks associated with operating a resource exploration business, including the potential risk of business failure.



Note 3  New Technical Pronouncements



In February 2007, the FASB issued SFAS No. 159, THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES  INCLUDING AN AMENDMENT OF FASB STATEMENT NO. 115. This statements objective is to improve financial reporting by providing the Company with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is expected to expand the use of fair value measurement, which is consistent with the FASBs long-term measurement objective for accounting for financial instruments. The adoption of SFAS 159 did not have an impact on the Companys financial statements.



In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS  AN AMENDMENT OF ARB NO. 51. This statements objective is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting

standards that require ownership interests in the subsidiaries held by parties other than the

parent be clearly identified. The adoption of SFAS 160 did not have an impact on the Companys financial statements.



In December 2007, the FASB issued SFAS No. 141 (revised), BUSINESS COMBINATIONS. This revision statements objective is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its effects on recognizing identifiable assets and measuring goodwill. The adoption of SFAS 141 (revised) did not have an impact on the Companys financial statements.



21



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Lincoln Mining Corp

Notes to the Financial Statement

June 30, 2008 and 2007







Note 3  New Technical Pronouncements (continued)



In March 2008, the FASB issued SFAS No.161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIESAN AMENDMENT OF

FASB STATEMENT NO. 133. This statements objective is intended to enhance the current disclosure framework in statement 133. The statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to manage.



In May 2008, the FASB issued SFAS No. 162, THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.  This statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States.  The Board believes that the GAAP hierarchy should be directed to entities because it is the entity (not its auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.  The adoption of SFAS No. 162 did not have an impact on the Companys consolidated financial statements.



In May 2008, the FASB issued SFAS No. 163, ACCOUNTING FOR FINANCIAL GUARANTEE INSURANCE CONTRACTSAN INTERPRETATION OF FASB STATEMENT NO. 60.  This statement was issued because diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises.  That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, Accounting for Contingencies.  This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation.  This Statement also clarifies how Statement 60 applies to financial

guarantee insurance contracts, including the recognition and measurement to be used to account

for premium revenue and claim liabilities.  The adoption of SFAS No. 163 does not have an impact on the Companys consolidated financial statements.





Note 4 - Mineral Property



Pursuant to a mineral property purchase agreement dated May 24, 2007, the Company acquired a 100% undivided right, title and interest in a mineral claim, located in Section 8 of T35N, R36E Mount Diablo Base Meridian in Elko County, within the state of Nevada for a cash payment of $10,000. The Company must annually renew the lease on the land with the state for $1,800 and has done so this year. Since the Company has not established the commercial feasibility of the mineral claim, the acquisition costs have been capitalized. The Company has not depleted the mineral claims as no proven reserves have been found.





22



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Lincoln Mining Corp

Notes to the Financial Statement

June 30, 2008 and 2007





Note 5  Related Party Payable



The president, John Pulos, advanced the Company $100 dollars to open the Companys bank account.





Note 6 - Capital Stock



Authorized



The total authorized capital is 75,000,000 common shares with a par value of $0.001 per common share.



Issued and outstanding



In April 2007 we issued 4,000,000 and 1,000,000 shares of our common stock for cash at $0.001 and $0.01 per share, respectively.

In May 2007 we issued 420,000 shares of our common stock for cash at $0.05 per share.

At the year ended June 30, 2008 we have 5,420,000 shares of the common stock issued and outstanding.





Note 7 - Income Taxes



The Company has losses carried forward for income tax purposes to June 30, 2008. There are no current or deferred tax expenses for the period ended June 30, 2008 due to the Companys loss position. The Company has fully reserved for any benefits of these tax loss carry forwards. The deferred tax consequences of temporary differences in reporting items for financial statements and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is Note

dependent on many factors, including the Companys ability to generate taxable income

within the net operating loss carry-forward period. Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.



The provision for refundable federal income tax consists of the following:

|                                    | June 30, 2008 |   |  | June 30, 2007 |  
|----------------------------------- | ------------- | - |  | ------------- | -
|Current income tax provision        | -             |   |  | -             |  
|Deferred tax attributable to        |               |   |  |               |  
|Current operations - NOL            | (7,564        | ) |  | (384          | )
|Less: Change in valuation allowance | 7,564         |   |  | 384           |  
|Net provision for income tax        | -             |   |  | -             |  







23



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Lincoln Mining Corp

Notes to the Financial Statement

June 30, 2008 and 2007







7 - Income Taxes (continued)



The composition of the Companys deferred tax assets as at June 30, 2008 and June 30, 2007 is as follows:





|                                  |                    |   | For the period from |  
|--------------------------------- | ------------------ | - | ------------------- | -
|                                  |                    |   | the inception on    |  
|                                  | For the year ended |   | February 20, 2007   |  
|                                  | June 30, 2008      |   | to June 30, 2007    |  
|                                 
|                                 
|Net operating loss carry forward  | (23,376            | ) | (1,128              | )
|                                 
|Statutory federal income tax rate | 34%                |   | 34%                 |  
|Effective income tax              |                    |   |                     |  
|rate                              | 0%                 |   | 0%                  |  
|                                 
|                                 
|Deferred tax asset                | (7,948             | ) | (384                | )
|Less: Valuation                   |                    |   |                     |  
|allowance                         | 7,948              |   | 384                 |  
|                                 
|Net deferred tax                  |                    |   |                     |  
|asset                             | -                  |   | -                   |  





The potential income tax benefit of these losses has been offset by a full valuation allowance.



As at June 30, 2008, the Company has an unused net operating loss carry-forward balance of $23,376 that is available to offset future taxable income. This unused net operating loss carry-forward balance begins to expire in 2027.



Note 8  Going Concern



These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $23,376 and further losses are anticipated in the development of its business. This raises substantial doubt about the Companys ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate 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



24





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Lincoln Mining Corp

Notes to the Financial Statement

June 30, 2008 and 2007







Note 8  Going Concern (continued)



come due. Management has plans to seek additional capital through a private placement and public offering of its common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.



The ability of the Company to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue operations, explore and develop the mineral properties and the discovery, development, and sale of ore reserves.



These factors, among others raise substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.





ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE





None.



ITEM 8A(T).  CONTROLS AND PROCEDURES





Management has evaluated the effectiveness of our internal control over financial reporting (ICFR) as of June 30, 2008 based on the control criteria established in a report entitled Internal Control  Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO.  Based on our assessment and those criteria, our management has concluded that our internal control over financial reporting had the following deficiencies as of June 30, 2008:









25

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Lincoln Mining Corp

Notes to the Financial Statement

June 30, 2008 and 2007







1)       Certain control procedures were unable to be verified due to performance of the procedure not being sufficiently documented.  As an example, some procedures requiring review of certain reports could not be verified due to there being no written notation on the report by the reviewer.  Because we were unable to verify these procedures, we conclude that as of June 30, 2008 there were control deficiencies related to the preparation and review of our interim and annual consolidated financial statements, in particular with respect to certain account reconciliations, journal entries and spreadsheets, and the authorization of sales transactions and customer billing rates.  While none of these control deficiencies resulted in audit adjustments to our 2008 interim or annual

financial statements, they could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected, and therefore we have determined that these control deficiencies constitute material weaknesses.



2)       Certain of our personnel had access to various financial application programs and data that was beyond the requirements of their individual job responsibilities.  While this control deficiency did not result in any audit adjustments to our 2007 interim or annual consolidated financial statements, it could result in a material misstatement to our interim or consolidated financial statements that would not be prevented or detected, and therefore we have determined that this control deficiency constitutes a material weakness.



3)       We did not maintain a level of personnel sufficient to execute certain computing controls over our information technology structure. While this control deficiency did not result in any audit adjustments to our 2008 interim or annual financial statements, it could result in a material misstatement to our interim or consolidated financial statements that would not be prevented or detected, and therefore we have determined that this control deficiency constitutes a material weakness.



4)       We did not maintain adequate segregation of duties within certain areas impacting our financial reporting.  While this control deficiency did not result in any audit adjustments to our 2008 interim or annual financial statements, it could result in a material misstatement to our interim or consolidated financial statements that would not be prevented or detected, and therefore we have determined that this control deficiency constitutes a material weakness.



To the extent reasonably possible given our resources, we will seek the advice of outside consultants and utilize internal resources to implement additional internal controls to address the above identified material weaknesses.  We are taking steps to implement additional review and approval procedures applicable to our financial reporting process, and are in the planning phase of creating and implementing new information technology policies and procedures related to controls over information technology operations, security and change management.







26



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Through these steps, we believe that we are addressing the deficiencies that affected our internal control over financial reporting as of June 30, 2008.  Because the remedial actions require upgrading certain of our information technology systems, relying extensively on manual review and approval processes, and possibly hiring of additional personnel, we may not be able to conclude that these material weaknesses have been remedied until these controls have been successfully operation for some period of time.



Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.  It is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.  It also can be circumvented by collusion or improper management override.



Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.  However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process certain safeguards to reduce, thought not eliminate, this risk.  Management is responsible for establishing and maintaining adequate internal control over our financial reporting.



This report does not include an attestation of our registered public accounting firm regarding internal control over financial reporting, pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only managements report in this annual report.



There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





ITEM 8B.  OTHER INFORMATION



None.















PART III









ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,

CONTROL PERSONS AND CORPORATE GOVERNANACE;

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT



27



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The following table sets forth the our directors, executive officers, promoters and control persons, their ages, and all offices and positions held within the Company as of

June 30, 2008.  Directors are elected for a period of one year and thereafter serve until their successor is duly elected by the stockholders and qualified.  Officers and other employees serve at the will of the board of directors.





|           |  |     |  |                                       |  |                
|---------- |  | --- |  | ------------------------------------- |  | ---------------
|Name       |  | Age |  | Present Position With the Company     |  | Director  Since
|           |  |     |  |                                       |  |                
|John Pulos |  |     |  | Chief Executive and Financial Officer |  | February 2007  
|           |  |     |  |                                       |  |                



The following sets forth certain biographical information relating to the Companys Officers and Directors:



John Pulos.  Mr. Pulos has been involved in the real estate market for the past 20 years.  Focus has been on development, investment and obtaining land entitlements all over United States and Canada.  Current deals have included a purchase and resale of a 12 building portfolio of retail space as well as numerous acquisitions of undervalued residential projects in the southern California market.  Mr. Pulos obtained his Bachelor of Arts in Political Science from the University of Washington and a Masters of Science in Real Estate Finance at New York University.







Code of Ethics



Our board of directors has adopted a code of ethics that will apply to its principal executive officer, principal financial officer and principal accounting officer or controller and to persons performing similar functions. The code of ethics is designed to deter wrongdoing and to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure, compliance with applicable laws, rules and regulations, prompt internal reporting of violations of the code and accountability for adherence to the code.  We will provide a copy of our code of ethics, without charge, to any person upon receipt of written request for such delivered to our corporate headquarters.  All such requests should be sent care of Lincoln Mining Corp, Attn: Corporate Secretary, 605 Pacific Avenue, Manhattan Beach, California 90266.



Committees of the Board of Directors



Audit Committee



We do not currently have a standing audit committee or other committee performing similar functions, nor have we adopted an audit committee charter.  Given the size of the Company, its available resources and the fact that the OTCBB does not require us to have an audit committee, the board of directors has determined that it is in the Companys best interest to have the full board fulfill the functions that would be performed by the audit committee, including selection, review and oversight of the Companys independent accountants, the approval of all audit, review and attest services provided by the independent accountants, the integrity of the Companys reporting practices and the evaluation of the Companys internal controls and accounting procedures.



28



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The board is also responsible for the pre-approval of all non-audit services provided by its independent auditors.  Non-audit services are only provided by our independent accountants to the extent permitted by law.  Pre-approval is required unless a de minimus exception is met.  To qualify for the de minimus exception, the aggregate amount of all such non-audit services provided to the Company must constitute not more than 5% of the total amount of revenues paid by us to our independent auditors during the fiscal year in which the non-audit services are provided; such services were not recognized by us at the time of the engagement to be non-audit services; and the non-audit services are promptly brought to the attention of the board and approved prior to the completion of the audit by the board or by one or more members of the board to whom authority to grant such approval has been delegated.



As we do not currently have a standing audit committee, we do not, at this time have an audit committee financial expert as defined under the rules of the Securities and Exchange Commission.  The board does believe, however, that should the Company form a standing audit committee in the future, Mr. Thomas Iwanski, an independent director, could qualify as an audit committee expert.









Nominating Committee



We do not currently have a standing nominating committee or other committee performing similar functions, nor have we adopted a nominating committee charter.  Given the size of the Company, its available resources and the fact that the OTCBB does not require us to have a nominating committee, the board of directors has determined that it is in the Companys best interest to have the full board of directors to participate in the consideration for director nominees.  In general, when the board determines that expansion of the board or replacement of a director is necessary or appropriate, the board will review through candidate interviews with management, consult with the candidates associates and through other means determine a candidates honesty, integrity, reputation in and commitment to the community, judgment, personality and thinking style, residence, willingness to devote the necessary time, potential conflicts of interest, independence, understanding of financial statements and issues, and the willingness and ability to engage in meaningful and constructive discussion regarding Company issues.  The board would review any special expertise, for example, that qualifies a person as an audit committee financial expert, membership or influence in a particular geographic or business target market, or other relevant business experience.  To date we have not paid any fee to any third party to identify or evaluate, or to assist it in identifying or evaluating, potential director candidates.



29



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The nominating committee will consider director candidates nominated by shareholders during such times as the Company is actively considering obtaining new directors.  Candidates recommended by shareholders will be evaluated based on the same criteria described above.  Shareholders desiring to suggest a candidate for consideration should send a letter to the Companys Secretary and include: (a) a statement that the writer is a shareholder (providing evidence if the person's shares are held in street name) and is proposing a candidate for consideration; (b) the name and contact information for the candidate; (c) a statement of the candidates business and educational experience; (d) information regarding the candidates qualifications to be director, including but not limited to an evaluation of the factors discussed above which the board would consider in evaluating a candidate; (e) information regarding any relationship or understanding between the proposing shareholder and the candidate; (f) information regarding potential conflicts of interest; and (g) a statement that the candidate is willing to be considered and willing to serve as director if nominated and elected.  Because of the small size of the Company and the limited need to seek additional directors, there is no assurance that all shareholder proposed candidates will be fully considered, that all candidates will be considered equally, or that the proponent of any candidate or the proposed candidate will be contacted by the Company or the board, and no undertaking to do so is implied by the willingness to consider candidates proposed by shareholders.





Compensation Committee



We do not have a standing compensation committee or a charter; rather our President evaluates officer and employee compensation issues subject to the approval of our board of Directors.  Our President makes recommendations to the board of directors as to employee benefit programs and officer and employee compensation.  The compensation of President is determined and approved directly by board of directors.  Neither the President nor the board of directors engaged compensation consultants during the year.





ITEM 10.  EXECUTIVE COMPENSATION



None.



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END



None of the named executive officers held an outstanding equity award at our fiscal year end.



DIRECTOR COMPENSATION

None.



Director Stock Purchase Plan



We do not currently have a director stock purchase plan in place.





30



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ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table sets forth as of August 14, 2008, the name and the number of shares of our common stock, par value $0.001 per share, held of record or beneficially by each person who held of record, or was known by us to own beneficially, more than 5% of the issued and outstanding shares of our common stock, and the name and shareholdings of each director and of all executive officers and directors as a group.



|                              |  |                   |  |                                         |           |             |     
|----------------------------- |  | ----------------- |  | --------------------------------------- | --------- | ----------- | ----
|Type of Security              |  | Name and Address  |  | Amount & Nature of Beneficial Ownership |           | % of  Class
|
|                              |  |                   |  |                                         |           |            
|Common                        |  | John Pulos        |  |                                         | 3,000,000 |             | 55% 
|624 13th Street              
|Manhattan Beach, CA  90266   
|                              |  |                   |  |                                         |           |             |     
|Common                        |  | Xavier Franco     |  |                                         | 250,000   |             | 4.6%
|12100 Wilshire Blvd, 17th Fl 
|Los Angeles, CA 90025        
|                              |  |                   |  |                                         |           |             |     
|Common                        |  | Marnie Markin     |  |                                         | 250,000   |             | 4.6%
|11831 Laurel Hills Rd.       
|Studio City, CA 91604        
|                              |  |                   |  |                                         |           |             |     
|Common                        |  | Blair Sorby       |  |                                         | 250,000   |             | 4.6%
|4759 Kester Avenue           
|Sherman Oaks, CA 91403       
|                              |  |                   |  |                                         |           |             |     
|Common                        |  | Tiffeni Graves    |  |                                         | 250,000   |             | 4.6%
|11920 Laurel Hills Rd.       
|Studio City, CA 91604        
|                              |  |                   |  |                                         |           |             |     
|Common                        |  | Courtney Kramer   |  |                                         | 100,000   |             | 1.8%
|337 n. Curson Avenue , #4    
|Los Angeles, CA 91036        
|                              |  |                   |  |                                         |           |             |     
|Common                        |  | John H Schweitzer |  |                                         | 100,000   |             | 1.8%
|5440 La Jolla Blvd. Unit E203
|La Jolla, California 92037   



31



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|                             |  |                      |  |  |         |  |      
|---------------------------- |  | -------------------- |  |  | ------- |  | -----
|                             |  |                      |  |  |         |  |      
|Common                       |  | Joey D. Ball         |  |  | 100,000 |  | 1.8% 
|3740 Beechglen Dr           
|La Crescenta, CA 91214      
|                             |  |                      |  |  |         |  |      
|Common                       |  | Eric Heldwein        |  |  | 100,000 |  | 1.8% 
|2222 Foothill Blvd, Ste E206
|La Canada, CA 91011         
|                             |  |                      |  |  |         |  |      
|Common                       |  | Steven W Woods       |  |  | 100,000 |  | 1.8% 
|1012 Huntington Dr.         
|Duarte, CA 91010            
|                             |  |                      |  |  |         |  |      
|Common                       |  | John Scasino         |  |  | 100,000 |  | 1.8% 
|147 n Beachwood Dr. #E      
|Burbank, CA 91506           
|                             |  |                      |  |  |         |  |      
|Common                       |  | Josef W Glennanthony |  |  | 100,000 |  | 1.8% 
|5712 Airdrome St.           
|Los Angeles, CA 90019       
|                             |  |                      |  |  |         |  |      
|Common                       |  | Julie McDonald       |  |  | 100,000 |  | 1.8% 
|10849 Bloomfield Street, #10
|North Hollywood, CA 91602   
|                             |  |                      |  |  |         |  |      
|Common                       |  | Marion Yip           |  |  | 100,000 |  | 1.8% 
|1550 Sanborn Avenue         
|Los Angeles, CA 90027       
|                             |  |                      |  |  |         |  |      
|Common                       |  | Thomas Taubman       |  |  | 100,000 |  | 1.8% 
|4155 Center Street          
|Los Angeles, CA 90232       
|                             |  |                      |  |  |         |  |      
|Common                       |  | Matthe Moldin        |  |  | 30,000  |  | 0.55%
|4759 Kester Avenue          
|Sherman Oaks, CA 91403      
|                             |  |                      |  |  |         |  |      
|Common                       |  | Tonya Christianson   |  |  | 30,000  |  | 0.55%
|6600 Bobbyboyar Avenue      
|West Hills, CA 91307        
|                             |  |                      |  |  |         |  |      
|Common                       |  | Ernesto Barragan     |  |  | 30,000  |  | 0.55%
|16501 Sedona Street         
|Lake Elsinore, CA 92530     



32



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|                             |  |                 |  |  |        |  |      
|---------------------------- |  | --------------- |  |  | ------ |  | -----
|                             |  |                 |  |  |        |  |      
|Common                       |  | Ryan Mallen     |  |  | 30,000 |  | 0.55%
|861 Wilbar Avenue           
|San Diego, CA 92109         
|                             |  |                 |  |  |        |  |      
|Common                       |  | Aaron M. Coles  |  |  | 30,000 |  | 0.55%
|6845 W. 85th Place          
|Los Angeles, CA 90045       
|                             |  |                 |  |  |        |  |      
|Common                       |  | Stephen Coles   |  |  | 30,000 |  | 0.55%
|6845 W. 85th Place          
|Los Angeles, CA 90045       
|                             |  |                 |  |  |        |  |      
|Common                       |  | Colleen White   |  |  | 30,000 |  | 0.55%
|12432 Woodgreen Street      
|Los Angeles, CA 90066       
|                             |  |                 |  |  |        |  |      
|Common                       |  | Dominic M. Reis |  |  | 30,000 |  | 0.55%
|25908 Pennsylvania Avenue   
|Lomita, CA 90717            
|                             |  |                 |  |  |        |  |      
|Common                       |  | Cynthia Reis    |  |  | 30,000 |  | 0.55%
|25908 Pennsylvania Avenue   
|Lomita, CA 90717            
|                             |  |                 |  |  |        |  |      
|Common                       |  | Jason Wall      |  |  | 30,000 |  | 0.55%
|25561 Eastwind Drive        
|Dana Point, CA 92629        
|                             |  |                 |  |  |        |  |      
|Common                       |  | Kristin Wall    |  |  | 30,000 |  | 0.55%
|25561 Eastwind Drive        
|Dana Point, CA 92629        
|                             |  |                 |  |  |        |  |      
|Common                       |  | Edward R. Landy |  |  | 30,000 |  | 0.55%
|66870 Hacienda              
|Desert Hot Springs, CA 92440
|                             |  |                 |  |  |        |  |      
|Common                       |  | Kirk Strassman  |  |  | 30,000 |  | 0.55%
|1158 26th Street, #673      
|Santa Monica, CA 90403      



33



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|                                     |  |             |           |  |        |  |      
|------------------------------------ |  | ----------- | --------- |  | ------ |  | -----
|                                     |  |             |           |  |        |  |      
|Common                               |  | Robin Landy |           |  | 30,000 |  | 0.55%
|7550 Santa Lucia Street             
|Fontana, CA 92336                   
|                                     |  |             |           |  |        |  |      
|All executive officers and directors |  |             | 3,000,000 |  | 55%   
|                                     |  |             |           |  |        |  |      
|Total                                |  |             | 5,420,000 |  | 100%  



(1)

Mr. Pulos is the Chief Executive and Financial Officer of Lincoln Mining.



Change in Control



To the knowledge of the management, there are no present arrangements or pledges of the Companys securities that may result in a change in control of the Company.









ITEM 12.  CERTAIN RELATIONSHIPSAND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE



None.





ITEM 13. EXHIBITS



Exhibits.  The following exhibits are included as part of this Annual Report:



| |                |  |                                                         
| | -------------- |  | --------------------------------------------------------
| | Exhibit Number |  | Title of Document                                       
| |                |  |                                                         
| | Exhibit 31.1   |  | Certification of Principal Executive Officer Pursuant to
| |                |  | Section 302 of the Sarbanes Oxley Act of 2002           
| |                |  |                                                         
| | Exhibit 31.2   |  | Certification of Principal Financial Officer Pursuant to
| |                |  | Section 302 of the Sarbanes Oxley Act of 2002           
| |                |  |                                                         
| | Exhibit 32.1   |  | Certification of Principal Executive Officer Pursuant to
| |                |  | Section 906 of the Sarbanes-Oxley Act of 2002.          
| |                |  |                                                         
| | Exhibit 32.2   |  | Certification of Principal Financial Officer Pursuant to
| |                |  | Section 906 of the Sarbanes-Oxley Act of 2002.          
| |                |  |                                                         







34



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ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES



Chisholm Bierwolf & Nilson, LLC. served as the Companys independent registered public accounting firm for the years ended June 30, 2008 and 2007, and is expected to serve in that capacity for the current year.  Principal accounting fees for professional services rendered for the Company by Chisholm, Bierwolf & Nilson, LLC. for the year ended June 30, 2008 and 2007, are summarized as follows:



|              |   | 2008  |  |   | 2007
|------------- | - | ----- |  | - | ----
|Audit         | $ | 0     |  | $ | 0   
|Audit related | $ | 5,975 |  | $ | 0   
|Tax           | $ | 0     |  | $ | 0   
|All other     | $ | 0     |  | $ | 0   
|Total         | $ | 5,975 |  | $ | 0   



Audit Fees.  Audit fees were for professional services rendered in connection with our annual financial statement audits and quarterly reviews of financial statements for filing with the Securities and Exchange Commission.



Tax Fees.  Tax fees related to services for tax compliance and consulting.



All Other Fees.  Other fees were for EDGAR filing services provided to the Company.



Board of Directors Pre-Approval Policies and Procedures.  At our regularly scheduled and special meetings, our board of directors, in lieu of an established audit committee, considers and pre-approves any audit and non-audit services to be performed by our independent registered public accounting firm. The board of directors has the authority to grant pre-approvals of non-audit services.







35



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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.





LINCOLN MINING CORP.



Dated: September 30, 2008

By:

John Pulos, President, Acting

Chief Financial Officer





36



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EXHIBIT 31.1



CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





I, John Pulos, certify that:



1)  I have reviewed this quarterly report on Form 10-Kof Lincoln Mining Corp.



2)  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3)  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of registrant as of, and for, the periods presented in this report;



4)  The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:



(a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;



(c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and



(d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially









---





affected, or is reasonably likely to materially affect, the registrants internal controls over financial reporting; and



5)  The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):



(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and



(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.







Date: September 30, 2008

By:

John Pulos, Chief Executive Officer







2



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EXHIBIT 31.2



CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





I, John Pulos, certify that:



1)  I have reviewed this quarterly report on Form 10-Kof Lincoln Mining Corp.



2)  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3)  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of registrant as of, and for, the periods presented in this report;



4)  The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:



(a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;



(c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and



(d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal controls over financial reporting; and







---







5)  The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):



(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and



(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.







Date: September 30, 2008

By:

John Pulos, Chief Financial Officer







2



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EXHIBIT 32.1



CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the quarterly report of Lincoln Mining Corp. (the Company) on Form 10-Kfor the year ended June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, John Pulos, Chief Executive Officer of Lincoln Mining Corp., certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:



(1) the Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and



(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.







Date: September 30, 2008



John Pulos, Chief Executive Officer









---





EXHIBIT 32.2



CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002









In connection with the quarterly report of Lincoln Mining Corp. (the Company) on Form 10-Kfor the year ended June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, John Pulos, Chief Financial Officer of Lincoln Mining Corp., certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:



(1) the Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and



(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.







Date: September 30, 2008



John Pulos, Chief Financial Officer













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