SECURITIES AND EXCHANGE COMMISSION

Amendment No. 3 toFORM 40-F

£

|For the fiscal year ended December 31, 2006 | Commission File Number001-31739
|------------------------------------------- | -------------------------------

GAMMON LAKE RESOURCES INC.

|Quebec, Canada                     | 1040                                        | Not
    Applicable  
|---------------------------------- | ------------------------------------------- | --------------------
|(Province or Other Jurisdiction of | (Primary Standard Industrial Classification | (I.R.S.
    Employer
|Incorporation or Organization)     | Code)                                       | Identification No.) 

|                                                                              
|------------------------------------------------------------------------------
|1601 Lower Water
    Street                                                   
|Suite 402,
    Summit Place, PO Box 2067                                      
|Halifax, Nova
    Scotia                                                      
|B3J 2Z1                                                                       
|(902) 468-0614                                                                
|(Address and
    telephone number of registrant's principal executive offices)
|___________________________                                                   
|                                                                              
|Martin
    Pomerance, Dorsey & Whitney LLP                                    
|250 Park Avenue,
    Suite 500                                                
|New York, NY
    10177                                                        
|(212) 415-9200                                                                
|(Name, address
    (including zip code) and telephone number (including       
|area code) of agent
    for service in the United States)                     
|                                                                              
|___________________________                                                   

|                                                                 
|-----------------------------------------------------------------
|Securities to be registered pursuant to Section 12(b) of the Act:
|                                                                 
|Title of Each
    Class:                                         
|Common Shares,
    no par value                                  
|                                                                 

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

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

For annual reports, indicate by
check mark the information filed with this form:

|QAnnual Information Form | QAudited Annual Financial
    Statements
|------------------------ | ----------------------------------------

Indicate the number of outstanding shares of each of the
registrant's classes of capital or common stock as of the close of the period
covered by the annual report:

|Class                       | Outstanding at   
|--------------------------- | -----------------
|                            | December 31, 2006
|Common shares, no par value | 102,146,108      
|                            |                  

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Indicate by check mark whether the Registrant by filing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number
assigned to the Registrant in connection with such Rule.

£Yes            
QNo

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

QYes       
£     No





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EXPLANATORY NOTE

This Amendment No.3 to Form 40-F for the year
ended December 31, 2006 is being filed to correct certain typographical errors in a
previously filed version and to consolidate exhibits previously filed.





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AMEX CORPORATE GOVERNANCE

The Registrant's common shares are listed on the American
Stock Exchange ("AMEX"). Section 110 of the AMEX Company Guide permits AMEX to
consider the laws, customs and practices of foreign issuers in relaxing certain
AMEX listing criteria, and to grant exemptions from AMEX listing criteria based
on these considerations. An issuer seeking relief under these provisions is
required to provide written certification from independent local counsel that
the non-complying practice is not prohibited by home country law. A description
of the significant ways in which the Registrant's governance practices differ
from those followed by domestic companies pursuant to AMEX standards is as
follows:

Shareholder Meeting Quorum Requirement: The AMEX minimum
quorum requirement for a shareholder meeting is one-third of the outstanding
shares of common stock. In addition, a company listed on AMEX is required to
state its quorum requirement in its bylaws. The Registrant's quorum requirement
is set forth in its Articles and bylaws. A quorum for a meeting of members of
the Registrant is two persons who are, or who represent by proxy, shareholders
who, in the aggregate, hold at least 5% of the shares entitled to be voted at
the meeting.

Proxy Delivery Requirement: AMEX requires the solicitation of
proxies and delivery of proxy statements for all shareholder meetings, and
requires that these proxies shall be solicited pursuant to a proxy statement
that conforms to SEC proxy rules. The Registrant is a "foreign private issuer"
as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the
Registrant are accordingly exempt from the proxy rules set forth in Sections
14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Registrant solicits
proxies in accordance with applicable rules and regulations in Canada.

The foregoing are consistent with the laws, customs and
practices in Canada.

In addition, the Registrant may from time-to-time seek relief
from AMEX corporate governance requirements on specific transactions under
Section 110 of the AMEX Company Guide by providing written certification from
independent local counsel that the non-complying practice is not prohibited by
our home country law, in which case, the Company shall make the disclosure of
such transactions available on the Company's website at www.gammonlake.com.
Information contained on its website is not part of this annual report.

UNDERTAKING

The Registrant undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff,
information relating to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on Form
40-F arises; or transactions in said securities.

DISCLOSURE CONTROLS AND PROCEDURES

The Registrant carried out an evaluation as of the end of the
period covered by the report, under the supervision and with the participation
of the Registrant's management, including the Registrant's Chief Executive
Officer and Treasurer, of the effectiveness of the Registrant's disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the
Securities and Exchange Act of 1934 (the "Exchange Act"). The Registrant
maintains disclosure controls and procedures designed to ensure that information
required to be disclosed in its annual filings, interim filings or other reports
filed or submitted by it under provincial and territorial securities legislation
or reports that it files or submits under the U.S. Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the applicable time
periods, and that such information is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosures. As of
December 31, 2006 an evaluation was carried out for the first time, under the
supervision of and with the participation of management, including the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of
disclosure controls and procedures as defined in Rule 13a-15(e) under the U.S.
Securities Exchange Act of 1934 and in Multilateral Instrument 52-109 under the
Canadian Securities Administrators Rules and Policies. Based on that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that, as a
result of a material weakness identified in Gammon Lake's internal controls over
financial reporting as described below, disclosure controls and procedures were
not effective as of the end of the period covered by this annual report.

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MANAGEMENT'S REPORT ON INTERNAL CONTROLS OVER FINANCIAL
REPORTING

Management, including the Chief Executive Officer and Chief
Financial Officer, is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Rule
13a-15(e) under the U.S. Securities Exchange Act of 1934 and in Multilateral
Instrument 52-109 under the Canadian Securities Administrators Rules and
Policies. Gammon Lake's internal controls over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with Canadian generally accepted accounting principles (GAAP) and
reconciled to US GAAP. Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements.

The Company acquired Mexgold Resources Inc. during 2006 and
management excluded from its assessment of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2006, Mexgold
Resources Inc.'s internal control over financial reporting associated with total
assets of $453,262,506 and total revenues of $19,297,723 included in the
consolidated financial statements of the Company as of and for the year ended
December 31, 2006.

As of December 31, 2006, management assessed the
effectiveness of the Company's internal control over financial reporting. In
making this assessment, management used the criteria set forth in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). During this process, management identified a
material weakness in internal control over financial reporting as described
below. A material weakness, as defined under standards established in the United
States by the Public Company Accounting Oversight Board's ("PCAOB") Auditing
Standard No. 2, is a significant deficiency, or combination of significant
deficiencies, that results in more than a remote likelihood that a material
misstatement of the Company's annual or interim financial statements will no be
prevented or detected.

The Company had insufficient accounting personnel to
appropriately review and approve non-routine and complex transactions.
Specifically, this involved accounting for stock option expense and inventory
valuation. This did not result in material errors in Gammon Lake's 2006
consolidated financial statements. However, this could have resulted in material
adjustments to the financial statements and, as a result, there is a more than
remote likelihood that a material misstatement of the annual or interim
financial statements would not be prevented or detected.

Because of the material weakness described above, management
has concluded that as of December 31, 2006, the Company's internal controls over
financial reporting were not effective. Notwithstanding the above-mentioned
weakness, management has concluded that the Consolidated Financial Statements
included in this report fairly present the Company's consolidated financial
position and the consolidated results of operations, as of and for the year
ending December 31, 2006.

MANAGEMENT'S REMEDIATION PLAN

Management's assessment of the effectiveness of the Company's
internal control over financial reporting has been audited by KPMG LLP, the
Company's independent registered public accounting firm, as stated in their
report which is included herein.

Gammon Lake has addressed and will continue to address these
control deficiencies by adding accounting and finance personnel with the
requisite skills, who are being trained in the Company's reporting procedures
and controls. The following are steps that the Company has taken and is taking
to remedy the conditions leading to the above stated material weakness:

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- 

The Company has
  engaged third party experts to provide additional support in the
  identification and accounting for non-routine transactions; and

The Company
  plans to hire additional accounting personnel with strong technical accounting
  skills to meet the growing needs of the Company's operations and accounting
  requirements.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There was no change in the Company's internal control over
financial reporting that occurred during the period covered by this report that
has materially affected, or is reasonably likely to materially affect, its
internal control over financial reporting

AUDIT COMMITTEE FINANCIAL EXPERT

Dale Hendrick serves as a member of the audit committee of
the Registrant's Board of Directors. The Board of Directors has reviewed the
definition of "audit committee financial expert" under item 8(a) of General
Instruction B to Form 40-F and determined that Dale Hendrick

IDENTIFICATION OF AUDIT COMMITTEE

The Registrant has a separately designated standing Audit
Committee. The current members of the Audit Committee are Dale Hendrick (Chair),
Kent L. Noseworthy, Frank Conte and Canek Rangel, each of whom is independent as
such term is defined under applicable securities laws and applicable American
Stock Exchange rules. The information contained under the heading "Audit
Committee Information" of the Registrant's Annual Information Form, filed as
Exhibit 99.1 to this annual report on Form 40-F, is incorporated herein by
reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The disclosure provided under the heading "Audit Committee
Information - External Auditors Service Fees" in Exhibit 99.1 hereto is
incorporated by reference herein.



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TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

|                            | Payment due by period
|--------------------------- | ---------------------
|                            |                      
|Contractual Obligations     | Total                
|                            |                      
|                            |                      
|Long-Term Debt Obligations  | $145,827,376         
|Interest on Long Term Debt  | $11,519,557          
|Capital Lease Obligations   | $5,250,327           
|Future Purchase Commitments | -                    
|Total                       | $162,597,260         





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CODE OF ETHICS

The Registrant has adopted a code of ethics that applies to
the Registrant's principal executive officer, principal financial officer and
principal accounting officer or controller, or persons performing similar
functions. A copy of Registrant's code of ethics is available to any person
without charge, upon written request made to the Registrant's Corporate
Secretary at 1601 Lower Water Street, Suite 402, Summit Place, P.O. Box 2067,
Halifax, Nova Scotia, B3J 2Z1.



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PRINCIPAL ACCOUNTANT FEES AND SERVICES

See page 58 of the Registrant's Annual Information Form,
which is incorporated herein by reference.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant is not a party to any off-balance sheet
arrangements that have, or are reasonably likely to have, a current or future
material effect on the Registrant's financial condition, revenues, expenses,
results of operations, liquidity, capital expenditures or capital resources.

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SIGNATURES

Pursuant to the requirements of the
Exchange Act, the Registrant certifies that it meets all of the requirements for
filing on Form 40-F and has duly caused this amendment to annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|                      | GAMMON LAKE
    RESOURCES INC.      
|--------------------- | ------------------------------------
|                      |                                     
|                      |                                     
|                      | /s/Russell C. Barwick               
|                      | Russell C. Barwick                  
|Date: May 4,
    2007 | Chief Executive Officer and Director



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EXHIBIT INDEX

The following documents are being filed with the Commission as exhibits to
this annual report on Form 40-F/A.

|Exhibit                | Description                                                                                                                                                                                                                                                                                                                          
|---------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |                                                                                                                                                                                                                                                                                                                                      
|99.1                   | Annual
    Information Form                                                                                                                                                                                                                                                                                                          
|99.2                   | Management's
    Discussion and Analysis                                                                                                                                                                                                                                                                                             
|99.3                   | 2006 Consolidated Audited Financial
    Statements, including the auditors' report thereon                                                                                                                                                                                                                                           
|99.4                   | Consent of KPMG
    LLP                                                                                                                                                                                                                                                                                                              
|99.5                   | Consent of Grant
    Thornton LLP *                                                                                                                                                                                                                                                                                                  
|99.7                   | Consent of
    McGovern, Hurley, Cunningham, LLP *                                                                                                                                                                                                                                                                                   
|99.8                   | Consent of Kappes, Cassiday & Associates, Consulting Geologists *                                                                                                                                                                                                                                                                    
|99.9                   | Consent of Mintec,
    Inc. *                                                                                                                                                                                                                                                                                                        
|99.10                  | Consent of Glenn
    R. Clarke & Associates *                                                                                                                                                                                                                                                                                        
|99.11                  | Consent of
    Leonard R. Kilpatrick *                                                                                                                                                                                                                                                                                               
|99.12                  | Consent of
    Pincock, Allen & Holt *                                                                                                                                                                                                                                                                                               
|99.13                  | Certifications of
    Chief Executive Officer and Chief Financial Officer pursuant to Rule
    13(a)-14(a) or 15(d)-14 of the Securities Exchange Act of 1934.                                                                                                                                                                       
|99.14                  | Certifications of
    Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
    Section 1350.                                                                                                                                                                                                                    
|99.15                  | Reconciliation to
    U.S. GAAP of the Registrant's audited consolidated financial statements
    as at December 31, 2006 and 2005 and July 31, 2005 and for the year
    ended December 31, 2006,
    the five months ended December 31, 2005 and the year ended July 31, 2005,
    under Item 17, and the auditors' report thereon.
|99.15A                 | Reconciliation to
    U.S. GAAP of the Registrant's audited consolidated financial statements
    as at December 31, 2006 and 2005 and July 31, 2005 and for the year
    ended December 31, 2006,
    the five months ended December 31, 2005 and the year ended July 31, 2005,
    under Item 18, and the auditors' report thereon.
|99.16                  | Report of the
    Independent Registered Accounting Firm on Management's Report on Internal
    Control Over Financial Reporting.                                                                                                                                                                                                    
|99.17                  | Comments by
    Auditors for United States Readers on Canada-United States Reporting
    Differences.                                                                                                                                                                                                                                
|                       |                                                                                                                                                                                                                                                                                                                                      
|*
    Previously filed



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