SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F/A

£Registration statement pursuant to Section 12 of the Securities Exchange Act of
1934

or

QAnnual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934

> For the fiscal year ended: December 31, 2005Commission file number: 001-31739

Gammon Lake Resources Inc.

|                                                      |                              |                                              
|----------------------------------------------------- | ---------------------------- | ---------------------------------------------
|Quebec                                                | 1040                         | N/A                                          
|(Province or Other Jurisdiction                       | (Primary Standard Industrial | (I.R.S.
    Employer                         
|of
    Incorporation or Organization)                 | Classification Code)         | Identification No.)                          
|                                                      |                              |                                              
|Martin Pomerance                                      |                              | 202
    Brownlow Avenue                      
|Dorsey & Whitney LLP                                  |                              | Cambridge 2, Suite 306                       
|250
    Park Avenue                                   |                              | Dartmouth, Nova Scotia B3B 1T5               
|New
    York, New York 10177                          |                              | Canada                                       
|(212) 735-0784                                        |                              | (902) 468-0614                               
|(Name,
    address (including zip code) and telephone |                              | (Address and telephone number of registrant's
|number(including area code) of agent for service in   |                              | principal executive offices)                 
|the
    United States)                                |                              |                                              

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

|Title of Each Class:            | Name of Each Exchange
    On Which Registered:
|------------------------------- | ----------------------------------------------
|Common Shares, no
    par value | American Stock
    Exchange                   

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section
15(d) of the Act: None

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

£Annual Information Form
      QAudited Annual Financial Statements


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

|Title of Each Class: | Outstanding at December 31, 2005:
|-------------------- | ---------------------------------
|Common Shares        | 76,370,224                       

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

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.

Yes

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EXPLANATORY NOTE
This Form 40-F/A is being filed to amend the Annual Report on
Form 40-F for the fiscal year ended December 31, 2005, originally filed with the
Commission on April 3, 2006. The Registrant is filing this Form 40-F/A because
it has restated the U.S. GAAP reconciliation note included in its consolidated
financial statements for the year ended December 31, 2005 in order to classify
certain exploration costs as expenses for U.S. GAAP purposes.
The Registrant reports in accordance with Canadian generally
accepted accounting principles ("Canadian GAAP") and provides note disclosure in
its consolidated financial statements with respect to a reconciliation of
Canadian GAAP to generally accepted accounting principles in the United States
("U.S. GAAP"). This restatement pertains only to the Registrant's U.S. GAAP
reconciliation note disclosure and has no effect on Canadian GAAP disclosure.
Please refer to Note 16 of the notes to the restated
consolidated financial statements included herein, which discloses the
adjustments to the Registrant's U.S. GAAP reconciliation for the year ended
December 31, 2005 resulting from this restatement.
The Registrant has also revised the section entitled
"Disclosure Controls and Procedures" as set forth below and included the audit
report of its auditors for the period ended July 31, 2005 and related consent
which were inadvertently omitted from the original filing of the Form 40-F.
This Form 40-F/A does not reflect events occurring after the
original filing date of the Form 40-F.


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 PROCEDURESAs of December 31, 2005, the end of the period covered by
this report, the Registrant carried out an evaluation, under the supervision and
with the participation of the Registrant's management, including the
Registrant's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation 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"). Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that, as of such date, the Registrant's disclosure controls and
procedures were effective to give reasonable assurance that the information
required to be disclosed by the Registrant in reports that it files or submits
under the Exchange Act is (i) recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange Commission's
rules and forms, and (ii) accumulated and communicated to management, including
its principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.Since the last evaluation by the Registrant's management of
the Registrant's internal controls, there have not been any significant changes
in the internal controls or in other factors that could significantly affect the
internal controls.AUDIT COMMITTEE FINANCIAL EXPERTDale M. 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 Mr. Hendrick satisfies the
criteria for a audit committee financial expert under the Exchange Act. The
Commission has indicated that the designation of Mr. Hendrick as an audit
committee financial expert does not make Mr. Hendrick an "expert" for any
purpose, impose any duties, obligations or liability on Mr. Hendrick that are
greater than those imposed on members of the audit committee and board of
directors who do not carry this designation or affect the duties, obligations or
liability of any other member of the audit committee.
The information contained under the heading "Audit Committee
Information" in the Registrant's Annual Information Form, filed as Exhibit 99.1
to the annual report on Form 40-F, in incorporated herein by reference.
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.

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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 202 Brownlow Avenue, Cambridge 2, Suite 306, Dartmouth, Nova
Scotia, B3B 1T5, Canada.

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.

OFF-BALANCE SHEET ARRANGEMENTS

The registrant does not have any off-balance sheet arrangements.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

|                            | Payment due by period
|--------------------------- | ---------------------
|                            |                      
|Contractual Obligations     | Total                
|                            |                      
|                            |                      
|Long-Term Debt Obligations  | $43,328,439          
|Interest on Long Term Debt  | $759,657             
|Capital Lease Obligations   | $2,810,844           
|Future Purchase Commitments | $2,710,071           
|Total                       | $49,609,011          

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SIGNATUREPursuant 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 Annual Report to be signed on its behalf by the undersigned, thereto
duly authorized.GAMMON LAKE
    RESOURCES INC./s/ Fred GeorgeFred GeorgeChairman and PresidentApril 2, 2007EXHIBIT INDEX
The following exhibits have been filed as
    part of the Annual Report:Exhibit
    Description99.1*
    Annual Information Form for the year ended
    December 31, 200599.2
    Restated Audited Comparative Consolidated
    Financial Statements of the Registrant including the notes
    thereto, as of December 31, 2005
    and July 31, 2005 and for each ofthe years then ended together with the
    report of the auditors thereon, including a U.S. GAAP reconciliation99.3*
    Management's Discussion and Analysis of
    Financial Condition and Result of Operations for
    the years ended December 31 2005
    and July 31, 200599.4
    Consent of KPMG LLP99.4(a)
    Consent of Grant Thornton LLP99.5*
    Consent of Kappes, Cassiday & Associates,
    Consulting Geologists99.6*
    Consent of Mintec, Inc.99.7*
    Notice to U.S. Shareholders regarding U.S.
    GAAP reconciliation99.8
    Section 302 Certifications99.9
    Section 906 Certifications* Previously filed

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