---

SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549

FORM 40-F



or

Annual 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 | Audited 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 
82-_____ No

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 
No

---

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

As 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 the Registrant's disclosure controls and procedures as of
December 31, 2005 were reasonably designed to ensure that information required
to be disclosed by the Registrant in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.

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 EXPERT

Dale 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.

---

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          

---

SIGNATURE

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 Annual Report to be signed on its behalf by the undersigned, thereto
duly authorized.

|               | GAMMON LAKE
    RESOURCES INC.
|-------------- | ------------------------------
|               |                               
|               |                               
|               |                               
|               |                               
|               |                               
|               |                               
|               |                               
|               | /s/ Fred George               
|               | Fred George                   
|               | Chairman and President        
|               |                               
|March 31, 2006 |                               

---

|EXHIBIT INDEX                                                           
|------------------------------------------------------------------------
|                                                                        
|The following exhibits have been filed as
    part of the Annual Report:
|                                                                        
|Exhibit                                                                 
|99.1                                                                    
|99.2                                                                    
|99.3                                                                    
|99.4                                                                    
|99.5                                                                    
|99.6                                                                    
|99.7                                                                    
|99.8                                                                    
|99.9                                                                    

---