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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB/AAmendment No.
2

(Mark One)
  [ x ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934

For the fiscal year ended:December 31,
2006

[   ] TRANSITION REPORT UNDER SECTION 13 OR
  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 0-25827

LINCOLN GOLD CORPORATION(Name of
small business issuer in its charter)

|NEVADA                                           | 88-0419475                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     

|Suite 350, 885 Dunsmuir Street           |           
|---------------------------------------- | ----------
|Vancouver, British Columbia, Canada      | V6C 1N5   
|(Address of principal executive offices) | (Zip Code)

Issuers telephone number: (604) 688-7377

Securities registered under Section 12(b) of the Exchange
Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|                    |                                          
|Not Applicable      | Not Applicable                           

Securities registered under Section 12(g) of the Exchange
Act:

Common Stock, $0.001 par value(Title of
class)

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. Yes [ x ]
  No [   ]

Check
  if there is no disclosure of delinquent filers in response to Item 405 of Regulation
  S-B is not 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-KSB or 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 [   ] No [ x ]

State
  issuers revenues for its most recent fiscal year $NIL

State
  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 a
  specified date within the past 60 days. (See definition of affiliate in Rule
  12b-2of the Exchange Act.) $3,296,667 as of March 26, 2007

State
  the number of shares outstanding of each of the issuers classes of common
  equity, as of the latest practicable date. 43,656,666 shares of common stock
  as of March 26, 2007

Transitional
  Small Business Disclosure Format (check one): Yes [   ] No [ x ]

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EXPLANATORY NOTE

On April 2, 2007, we filed with the Securities and Exchange
Commission our original Annual Report on Form 10-KSB for the year ended December
31, 2006 (the Original Report).

On July 19, 2007, we filed with the Securities and Exchange
Commission Amendment No. 1 (Amendment No. 1) to the Original Report for the
purpose of amending the Original Report on Form to include:

- a signed copy of the Report of our independent public accountants, Manning
  Elliott LLP, Chartered Accountants, dated March 22, 2007, which was
  inadvertently not included in the Original Report; and
- our amended audited financial statements for the years ended December 31,
  2006 and 2005 to include changes to Note 8 entitled Stock Options relating
  to disclosures required by SFAS 123(R), paragraph 84.

This Amendment No. 2 is being filed solely for the purpose of
revising Exhibit 31.1 and Exhibit 32.1, as filed with Amendment No. 1, to
include reference to Amendment No. 1.

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ITEM 13. EXHIBITS

The following exhibits are attached to this Amendment No. 2 to
our Annual Report on Form 10-KSB:

ExhibitNumber
    Description of Exhibit3.1
    Articles of Incorporation (1)3.2
    Bylaws, as amended (1)3.3
    Articles of Merger between Braden Technologies
      Inc. and Lincoln Gold Corp. (3)4.1
    Form of Series A Warrant Certificate (7)4.2
    Form of Series B Warrant Certificate (7)4.3
    Form of Subscription Agreement (7)10.1
    Form of Share Purchase Agreement dated March
      15, 2004 between the Company and the U.S. Shareholders of Lincoln Gold
      Corp. (2)10.2
    Form of Share Purchase Agreement dated March
      15, 2004 between the Company and the Non- U.S. Shareholders of Lincoln
      Gold Corp. (2)10.3
    Convertible Note executed by Lincoln Gold Corp.
      in favour of Alexander Holtermann dated January 28, 2004 (3)10.4
    Hercules Joint Venture Agreement dated April
      18, 2004 between the Company and Miranda U.S.A. Inc. and Miranda Gold
      Corp.(3)10.5
    2004 Stock Option Plan (3)10.6
    Letter Agreement on Mining Lease Terms for
      Buffalo Valley Property dated July 9, 2004 (4)10.7
    Letter Agreement on Mining Lease Terms for the
      Jenny Hill Project dated September 28, 2004 (5)10.8
    Property Option Agreement for the Hannah
      project between Lincoln Gold Corp. and Larry McIntosh and Susan K.
      McIntosh dated December 24, 2003 (6)10.9
    Property Option Agreement for the Lincoln Flat
      project between Lincoln Gold Corp. and Larry McIntosh and Susan K.
      McIntosh dated December 24, 2003 (6)10.10
    2005 Stock Option Plan LLP (7)10.11
    Option Agreement for the Bufa Property dated
      April 12, 2007 between Almaden Minerals Ltd., Minera Gavilan, S.A. de C.V.
      and Lincoln Golf Corp.(8)10.12
    Form of Subscription Agreement for the $0.10
      Unit private placement (9)23.1
    Consent of Independent Auditors, Manning
      Elliott (10)31.1  Certification of Chief
        Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)
        of the Exchange Act (11)32.1
      Certification of Chief
        Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b)
        of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002 (11)


|(1) | Previously filed with the Securities and Exchange
      Commission as an exhibit to the Registrants Form 10-SB Registration
      Statement originally filed on April 20, 1999, as amended.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Previously filed as an exhibit to the Companys Current
      Report on Form 8-K filed on March 16, 2004.                                                                                   
|(3) | Previously Filed as an Exhibit to the Quarterly Report on
      Form 10-QSB filed May 24, 2004.                                                                                             
|(4) | Previously filed with the Securities and Exchange
      Commission as an exhibit to the Companys Form 10QSB originally filed
      August 6, 2004.                                         
|(5) | Previously filed as an Exhibit to the Companys Quarterly
      Report on Form 10-QSB filed November 15, 2004.                                                                              
|(6) | Previously filed as an Exhibit to our Annual Report
        on Form 10-KSB for the year ended December 31, 2004 filed on April 18,
        2005.                                            

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|(7)  | Previously filed as an Exhibit to our Annual Report
        on Form 10-KSB for the year ended December 31, 2005 filed on March 31,
        2006.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------
|(8)  | Previously filed as an exhibit to the Companys
        Current Report on Form 8-K filed on April 18, 2007.                                     
|(9)  | Previously filed as an exhibit to the Companys
        Current Report on Form 8-K filed on May 18, 2007.                                       
|(10) | Previously filed as an exhibit to Amendment No. 1 to
        our Annual Report on Form 10-KSB.                                                  
|(11) | Filed as an exhibit to this Amendment No. 2 to our Annual
        Report on Form 10-KSB.                                                        

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

LINCOLN GOLD CORPORATION

|Per:                                               
|---------------------------------------------------
|/s/
      Paul F.
      Saxton                     
|Paul F. Saxton, President                          
|Chief Executive Officer and Chief Financial Officer
|Director                                           
|Date: August 16, 2007                              

In accordance with the Securities Exchange Act, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

|Per:                                                                
|--------------------------------------------------------------------
|/s/
      Paul F.
      Saxton                                      
|Paul F. Saxton, President                                           
|Chief
      Executive Officer and Chief Financial Officer           
|(Principal Executive Officer)                                       
|(Principal Financial Officer and Principal Accounting
      Officer)
|Director                                                            
|Date: August 16, 2007                                               

|Per:                           
|-------------------------------
|/s/
      Andrew
      Milligan
|Andrew
      Milligan          
|Director                       
|Date: August 16, 2007          

|Per:                           
|-------------------------------
|/s/
      Andrew
      Bowering
|Andrew Bowering                
|Director                       
|Date: August 16, 2007          

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