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# SECURITIES AND
EXCHANGE COMMISSION

# Washington, D.C. 20549

_________________

# FORM 40-F

|[  ] |  | Registration statement
pursuant to Section 12 of the Securities Exchange Act of 1934
|---- |  | ------------------------------------------------------------------------------------

or

|[X] |  | Annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
|--- |  | ---------------------------------------------------------------------------------------

| | For
the fiscal year ended:  July 31, 2004
Commission file number:  001-31739
| | ----------------------------------------------------------------------------

_________________

Gammon Lake Resources Inc. (Exact name of registrant as specified in its charter)

|Quebec(Province or Other Jurisdiction
of Incorporation or Organization) | 1040
(Primary Standard
Industrial
Classification Code) | N/A
(I.R.S. Employer
Identification No.)
|----------------------------------------------------------------------- | ------------------------------------------------------ | ----------------------------------------

|Martin Pomerance
Dorsey & Whitney LLP
250 Park Avenue
New York, New York 10177
(212) 735-0784
(Name, address (including zip code) and
telephone number(including area code) of
agent for service in the United States) | 202 Brownlow Avenue
Cambridge 2, Suite 306
Dartmouth, Nova Scotia B3B 1T5
Canada
(902) 468-0614
(Address and telephone number of
registrant's
principal executive offices)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

_________________

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

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

|[X]   Annual Information Form | [X]   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:Common Shares | Outstanding at July 31, 2004:56,676,715
|--------------------------------- | ---------------------------------------

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-_____         
[X]    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.   
[X]    Yes         
  [  ]    No

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# UNDERTAKINGS

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 to transactions in said securities.

# CONTROLS AND PROCEDURES

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 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 July 31, 2004 were effective 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 Securities and Exchange Commissions rules and forms.

# AUDIT COMMITTEE
FINANCIAL EXPERT

Alejandro
Caraveo 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. Caraveo satisfies the criteria for a audit committee financial expert
under the Exchange Act. The Commission has indicated that the designation of Mr. Caraveo
as an audit committee financial expert does not make Mr. Caraveo an expert for
any purpose, impose any duties, obligations or liability on Mr. Caraveo 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.

# 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

Fees
payable to the Registrants independent auditor, Grant Thornton LLP, for the years
ended July 31, 2004, and July 31, 2003, totaled Cdn $109,406 and Cdn
$128,000, respectively, as detailed in the following table:

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|                   | Year Ended
July 31, 2004 | Year Ended
July 31, 2003
|------------------ | ------------------------ | ------------------------
|                   |                          |                         
|Audit Fees         |                          | Cdn $76,480             
|Audit Related Fees |                          | 20,950                  
|Tax Fees           |                          | 9,800                   
|All Other Fees     |                          | 2,176                   
|                   |                          |                         
|TOTAL              |                          | Cdn $109,406            

Audit Fees

These
audit fees were for professional services rendered for the audits of the Registrants
consolidated financial statements, review of interim financial statements included in the
Registrants quarterly reports and services that generally only the independent
auditor can reasonably provide, such as comfort letters, statutory audits, consents, and
assistance and review of documents filed with the Securities and Exchange Commission and
Canadian securities regulatory authorities.

Audit-Related Fees

These
audit-related fees were for assurance and related services that are reasonably related to
the performance of the audit or review of our financial statements and are not reported
under the audit fees category above. These services included Sarbanes-Oxley
Section 404 advisory services, internal control reviews, audits of the Registrants
various employee benefit plans, transaction due diligence, subsidiary audits, and other
services related to acquisitions and dispositions.

Tax Fees

These
tax fees were for tax compliance, tax advice and tax planning. These services included the
preparation and review of corporate and expatriate tax returns, assistance with tax audits
and transfer pricing matters, advisory services relating to federal, state, provincial and
international tax compliance for customs and duties, advisory services regarding common
forms of domestic and international taxation (i.e., tax credits, income tax, VAT, GST and
excise taxes) and advisory services regarding restructurings, mergers and acquisitions.

All Other Fees

Fees disclosed in the table above
under the item all other fees were for services other than the audit fees,
audit-related fees and tax fees described above. For the year ended July 2004, these
services included non-financial systems consulting and business process reviews. For the
year ended July 2003, no such services were provided.

Pre-Approval Policies and
Procedures

The
Registrants audit committee is responsible for overseeing the work of the
independent auditors and has considered whether the provision of services other than audit
services is compatible with maintaining the auditors independence. The audit
committee has adopted a policy regarding its pre-approval of all audit and permissible
non-audit services provided by the independent auditors. The policy gives detailed
guidance to the Registrants management as to the specific types of services that
have been pre-approved. The policy requires audit committee specific approval of all other
permitted types of services that have not been pre-approved. The Registrants senior
management periodically provides the audit committee with a summary of services provided
by the independent auditors in accordance with the pre-approval policy. The audit
committees charter delegates to its Chair the authority to evaluate and

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approve engagements in the event
that the need arises for pre-approval between audit committee meetings. If the Chair
approves any such engagements, he reports his approval decisions to the full audit
committee at its next meeting. For the year ended July 31, 2004, none of the
audit-related, tax or all other fees described above made use of the de minimus exception
to pre-approval provisions contained in the applicable rules of the Commission.

# OFF-BALANCE SHEET
ARRANGEMENTS

None.

# TABULAR DISCLOSURE OF
CONTRACTUAL OBLIGATIONS

|                               
|-------------------------------
|
|                               
|
|                               
|Long-Term Debt Obligations     
|                               
|                               
|                               
|                               
|Payments under option and joint
|venture agreements             
|                               
|Total                          
|                               
|                               

# Notes:

|1.  Long term debt                           | 2004 | 2003      
|-------------------------------------------- | ---- | ----------
|                                             |      |           
|                                             |     
|Minerales de Soyopa, S.A. de C.V. ("Soyopa") |      |           
|loan, non-interest bearing, translated to    |     
|Canadian dollars at July 31, 2004            |      | $9,304,400
|                                             |      |           

The long term debt payable to Soyopa
is non-interest bearing with terms of repayment as follows:

|i.) |  | US
$3,500,000 on or before November 23, 2006;
|--- |  | ---------------------------------------------

|ii.) |  | US
$3,500,000 on or before November 23, 2007;
|---- |  | ---------------------------------------------

|iii.) |  | In
the event that the Company has commenced production of gold and/or silver
               from the mining title acquired prior to November 23, 2006, the Company is
               required to pay Soyopa US $1,000,000, annually, commencing on the first
               anniversary of the start of production which will reduce the remaining
amount                due;
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|iv.) |  | In
the event the Company sells or transfers title to the concessions to a third
               party, the US $7,000,000 or the amount remaining, becomes due.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

The long term debt is secured by a
first charge over certain mineral properties. For further details, see the Annual
Information Form of the Registrant dated October 8, 2004, Item 3: Description of
Business  3.2 Mineral Projects  1.0 Ocampo Project  Location and
Description  f) The Concessions  Soyopa Agreement.

2.    
          A breakdown of these obligations by period is not determinable. A summary of the
          future commitments based on option and joint venture agreements at July 31, 2004
          are set out in the following table:

|                                   
|-----------------------------------
|
|                                   
|Minera Fuerte Mayo, S.A. de C.V    
|                                   
|Compania Minera Global, S.A. de C.V
|                                   
|                                   
|Compania Minera Brenda, S.A. de C.V
|                                   
|                                   
|Compania Minera Brenda, S.A. de C.V
|                                   
|Total                              
|                                   

For further details, see the Annual
Information Form of the Registrant dated October 8, 2004, Item 3: Description of
Business  3.2 Mineral Projects  1.0 Ocampo Project  Location and
Description  f) The Concessions  Soyopa Agreement, and Item 3:
Description of Business  3.2 Mineral Projects  1.0 Ocampo Project 
Location and Description  f) The Concessions  Minera Fuerte Agreement.

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

| | GAMMON LAKE RESOURCES/s/ Fred George
Fred George
Chairman and President
| | -----------------------------------------------------------------------

Date: November 5, 2004

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# EXHIBIT INDEX

The
following exhibits have been filed as part of the Annual Report:

|Exhibit | Description
|------- | -----------

|99.1 | Annual Information Form for the year ended July 31, 2004
|---- | --------------------------------------------------------

|99.2 | Audited Comparative Consolidated Financial Statements of the Registrant including the notes thereto, as
              of July 31, 2004 and 2003 and for each of the years then ended together with the report of the auditors
              thereon, including a U.S. GAAP reconciliation
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|99.3 | Management's Discussion and Analysis of Financial Condition and Result of Operations
|---- | ------------------------------------------------------------------------------------

|99.4 | Consent of Grant Thornton LLP
|---- | -----------------------------

|99.5 | Section 302 Certifications
|---- | --------------------------

|99.6 | Section 906 Certifications
|---- | --------------------------

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