10KSB/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB/A
Amendment No. 1

(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-2 of 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]

1 of 6

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-KSB hereby amends the Company’s original Annual Report on Form 10-KSB for the year ended December 31, 2006, originally filed with the Securities and Exchange Commission on April 2, 2007 (the “Original Form 10-KSB”), as follows:

• a signed copy of the Report of our independent public accountants, Manning Elliott LLP, Chartered Accountants, dated March 22, 2007, is included in this Amendment No. 1 to our Form 10-KSB. The signed Report was inadvertently not included in the Form 10-KSB; and

• the Company’s audited financial statements for the years ended December 31, 2006 and 2005 are amended by amending Note 8 entitled “Stock Options” to include the disclosures required by SFAS 123(R), paragraph 84.

2 of 6

ITEM 7.           FINANCIAL STATEMENTS

Our audited consolidated financial statements, as set forth below, are included with this Amendment No. 1 to our Annual Report on Form 10-KSB:

	PAGE
Report of Independent Registered Accounting Firm	F-1
Consolidated Balance Sheets, December 31, 2006 and 2005	F-2
Consolidated Statements of Operations for the years ended December 31, 2006 and 2005 and for the period from inception (September 25, 2003) to December 31, 2006	F-3
Consolidated Statements of Cash Flows for the years ended December 31, 2006 and 2005 and for the period from inception (September 25, 2003) to December 31, 2006	F-4
Consolidated Statements of Stockholders’ Equity (Deficit) for the period from inception (September 25, 2003) to December 31, 2006	F-5
Notes to the Consolidated Financial Statements	F-6

3 of 6

Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders
Lincoln Gold Corporation
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of Lincoln Gold Corporation as of December 31, 2006 and 2005, and the related consolidated statements of operations, cash flows and stockholders' equity (deficit) for the years then ended and accumulated from September 25, 2003 (Date of Inception) to December 31, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lincoln Gold Corporation as of December 31, 2006 and 2005, and the results of its operations and its cash flows for the years then ended and accumulated from September 25, 2003 (Date of Inception) to December 31, 2006 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenue, has a working capital deficiency, and has incurred significant operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Manning Elliott LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

March 22, 2007

F-1

Lincoln Gold Corporation
(An Exploration Stage Company)
Consolidated Balance Sheets
(Expressed in U.S. dollars)

	December 31,		December 31,
	2006		2005
	$		$
ASSETS
Current Assets
Cash	21,961		132,806
Prepaid expenses and deposits	4,893		11,302
Total Current Assets	26,854		144,108
Property and Equipment (Note 3)	4,440		7,328
Total Assets	31,294		151,436
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable	35,467		20,474
Accrued liabilities	14,990		12,097
Due to related parties (Note 5(b))	6,760		8,080
Note payable (Note 6)	100,000		100,000
Total Liabilities	157,217		140,651
Commitments and Contingencies (Note 1 and 4)
Stockholders’ Equity (Deficit)
Common Stock, 100,000,000 shares authorized, $0.001 par value;
42,990,000 and 41,865,000 shares issued and outstanding, respectively	42,990		41,865
Additional Paid-in Capital	3,294,863		3,092,488
Common Stock Subscribed (Note 7(a))	73,333		-
Deficit Accumulated During the Exploration Stage	(3,537,109	)	(3,123,568	)
Total Stockholders’ Equity (Deficit)	(125,923	)	10,785
Total Liabilities and Stockholders’ Equity (Deficit)	31,294		151,436

F-2

(The accompanying notes are an integral part of these consolidated financial statements)

Lincoln Gold Corporation
(An Exploration Stage Company)
Consolidated Statements of Operations
(Expressed in U.S. dollars)

	Accumulated
	From
	September 25,
	2003		Year		Year
	(Date of Inception)		Ended		Ended
	to December 31,		December 31,		December 31,
	2006		2006		2005
	$		$		$
Revenue	-		-		-
Expenses
Depreciation	4,866		2,888		1,978
Foreign exchange loss	5,833		2,043		2,115
General and administrative (Note 5(a))	2,437,402		294,656		730,433
Impairment of mineral properties (Note 2(h))	65,000		10,000		55,000
Mineral exploration	899,504		95,852		529,017
Total Expenses	3,412,605		405,439		1,318,543
Loss From Operations	(3,412,605	)	(405,439	)	(1,318,543	)
Other Income (Expense)
Accounts payable written off	33,564		-		33,564
Interest income	11,005		2,591		8,414
Interest expense	(47,721	)	(10,693	)	(17,981	)
	(3,152	)	(8,102	)	23,997
Net Loss	(3,415,757	)	(413,541	)	(1,294,546	)
Net Loss Per Share – Basic and Diluted			(0.01	)	(0.03	)
Weighted Average Shares Outstanding			42,366,000		41,079,000

F-3

(The accompanying notes are an integral part of these consolidated financial statements)

Lincoln Gold Corporation
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)

	Accumulated
	From
	September 25, 2003		Year		Year
	(Date of Inception)		Ended		Ended
	to December 31,		December 31,		December 31,
	2006		2006		2005
	$		$		$
Operating Activities
Net loss	(3,415,757	)	(413,541	)	(1,294,546	)
Adjustments to reconcile net loss to net cash used
in operating activities:
Accounts payable written off	(33,564	)	-		(33,564	)
Depreciation	4,866		2,888		1,978
Impairment of mineral properties	65,000		10,000		55,000
Stock-based compensation	1,218,996		73,333		108,000
Changes in operating assets and liabilities:
Prepaid expenses and deposits	(4,893	)	6,409		(11,302	)
Account payable and accrued liabilities	(18,349	)	17,886		(47,130	)
Due to related parties	6,760		(1,320	)	(219	)
Net Cash Used in Operating Activities	(2,176,941	)	(304,345	)	(1,221,783	)
Investing Activities
Cash acquired on acquisition of subsidiary	68		-		-
Mineral property acquisition costs	(55,000	)	-		(55,000	)
Purchase of property and equipment	(9,306	)	-		(9,306	)
Net Cash Flows Used in Investing Activities	(64,238	)	-		(64,306	)
Financing Activities
Advances from related parties	4,180		-		-
Repayment of advances from related parties	(4,180	)	-		(4,180	)
Proceeds from loan payable	46,000		-		-
Repayment of loan payable	(46,000	)	-		(46,000	)
Issuance of note payable	100,000		-		(100,000	)
Proceeds from issuance of common stock	2,226,850		215,000		1,483,500
Share issuance costs	(63,710	)	(21,500	)	(42,210	)
Net Cash Flows Provided by Financing Activities	2,263,140		193,500		1,291,110
Increase (Decrease) in Cash	21,961		(110,845	)	5,021
Cash – Beginning of Period	-		132,806		127,785
Cash – End of Period	21,961		21,961		132,806
Non-cash Investing and Financing Activities
Shares issued for mineral property costs	10,000		10,000		-
Supplemental Disclosures
Interest paid	35,000		-		35,000
Income tax paid	-		-		-

F-4

(The accompanying notes are an integral part of these consolidated financial statements)

Lincoln Gold Corporation
(An Exploration Stage Company)
Consolidated Statements of Stockholders’ Equity (Deficit)
For the period from September 25, 2003 (Date of Inception) to December 31, 2006
(Expressed in U.S. dollars)

										Deficit
										Accumulated
	Common Stock				Stock		Additional		Common	During the
					Subscriptions		Paid-in		Stock	Exploration
	Number of		Amount		Receivable		Capital		Subscribed	Stage		Total
	Shares		$		$		$		$	$		$
Balance – September 25, 2003 (Date of
Inception)	-		-		-		-		-	-		-
Shares issued for cash at $0.001 per
share	850,000		850		-		-		-	-		850
Shares issued for cash at $0.01 per
share	1,550,000		1,550		-		13,950		-	-		15,500
Net loss for the period	-		-		-		-		-	(16,319	)	(16,319	)
Balance, December 31, 2003	2,400,000		2,400		-		13,950		-	(16,319	)	31
Adjustment to number of shares issued
and outstanding as a result of the
acquisition of Lincoln Gold Corp.:
Remove shares of Lincoln Gold
Corp.	(2,400,000	)	(2,400	)	-		2,400		-	-		-
Add shares of Lincoln Gold
Corporation (formerly Braden
Technologies Inc.)	11,400,000		11,400		-		(11,400	)	-	-		-
Fair value of shares issued in
connection with the acquisition of
Lincoln Gold Corp.	24,000,000		24,000		-		(4,950	)	-	(19,050	)	-
Net asset deficiency of legal parent
at date of reverse take-over
transaction	-		-		-		-		-	(102,302	)	(102,302	)
Shares issued for cash at $0.50 per
share	700,000		700		-		349,300		-	-		350,000
Shares issued for cash at $0.30 per
share	2,300,000		2,300		(528,000	)	687,700		-	-		162,000
Stock-based compensation	-		-		-		1,037,663		-	-		1,037,663
Net loss for the year	-		-		-		-		-	(1,691,351	)	(1,691,351	)
Balance, December 31, 2004	38,400,000		38,400		(528,000	)	2,074,663		-	(1,829,022	)	(243,959	)
Proceeds from stock subscriptions
receivable	-		-		528,000		-		-	-		528,000
Shares issued for cash at $0.30 per
share	3,145,000		3,145		-		940,355		-	-		943,500
Share issuance costs	-		-		-		(42,210	)	-	-		(42,210	)
Shares issued for cash at $0.60 per
share pursuant to the exercise of
stock options	20,000		20		-		11,980		-	-		12,000
Shares issued for services at $0.36 per
share	300,000		300		-		107,700		-	-		108,000
Net loss for the year	-		-		-		-		-	(1,294,546	)	(1,294,546	)
Balance, December 31, 2005	41,865,000		41,865		-		3,092,488		-	(3,123,568	)	10,785
Shares issued for mineral property at
$0.20 per share	50,000		50		-		9,950		-	-		10,000
Shares issued for cash at $0.20 per
share	1,075,000		1,075		-		213,925		-	-		215,000
Share issuance costs	-		-		-		(21,500	)	-	-		(21,500	)
Shares to be issued	-		-		-		-		73,333	-		73,333
Net loss for the year	-		-		-		-		-	(413,541	)	(413,541	)
Balance, December 31, 2006	42,990,000		42,990		-		3,294,863		73,333	(3,537,109	)	(125,923	)

F-5

(The accompanying notes are an integral part of these consolidated financial statements)

Lincoln Gold Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2006
(Expressed in U.S. dollars)

1.	Nature of Operations and Continuance of Business
	Lincoln Gold Corporation (the “Company”) was incorporated in the State of Nevada, USA, on February 17, 1999 under the name of Braden Technologies Inc. Effective March 26, 2004, the Company acquired 100% of the issued and outstanding shares of Lincoln Gold Corp., a private company incorporated in the State of Nevada, USA, on September 25, 2003. On April 6, 2004, the Company and its subsidiary, Lincoln Gold Corp., merged to form Lincoln Gold Corporation.
	The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7 “Accounting and Reporting by Development Stage Enterprises”. The Company’s principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.
	These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and to determine the existence, discovery and successful exploitation of economically recoverable reserves in its resource properties, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at December 31, 2006, the Company has never generated any revenues, has accumulated losses of $3,415,756 since inception of the development stage, and has a working capital deficiency of $130,363. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
	Management plans to complete private placement sales of the Company’s shares in order to raise the funds necessary to pursue its plan of operation and fund working capital. The Company filed an amended SB-2 Registration Statement with the U.S. Securities and Exchange Commission, which was declared effective on July 14, 2006, to register and offer up to 2,857,143 units at a price of $0.20 per unit. Each unit consisted of one share of common stock, one-half Class A Warrant and one Class B Warrant. The first tranche of this offering closed on July 27, 2006 and consisted of 1,075,000 units at $0.20 per unit for net proceeds of $193,500 after stock issuance costs of $21,500.
2.	Summary of Significant Accounting Policies
	a)	Basis of Presentation
		These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.
	b)	Use of Estimates
		The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-6

Lincoln Gold Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2006
(Expressed in U.S. dollars)

2. Summary of Significant Accounting Policies (continued)

c)	Basic and Diluted Net Income (Loss) Per Share
	The Company computes net income (loss) per share in accordance with SFAS No. 128 “Earnings per Share”. SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-covered method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS and the weighted average number of common shares exclude all dilutive potential shares since their effect is anti dilutive. Shares underlying these securities totaled 7,147,500 as of December 31, 2006.
d)	Comprehensive Loss
	SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at December 31, 2006 and 2005 the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the consolidated financial statements.
e)	Cash and Cash Equivalents
	The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
f)	Property and Equipment
	Property and equipment consists of office equipment and fixtures, computer software, and computer hardware and is recorded at cost. Depreciation is based on a straight line basis over the following periods: Office equipment and fixtures – five years; computer software – two years; and computer hardware – three years.
g)	Long-lived Assets
	In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
h)	Mineral Property Costs
	The Company has been in the exploration stage since its formation on September 25, 2003 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”. The Company assesses the carrying costs for impairment under SFAS No. 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. During the fiscal year ended December 31, 2006, mineral property costs totaling $10,000 were impaired as there are no proven or probable reserves on these properties.

F-7

Lincoln Gold Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2006
(Expressed in U.S. dollars)

2. Summary of Significant Accounting Policies (continued)

i)	Financial Instruments
	The fair values of cash, accounts payable, accrued liabilities, due to related parties and note payable approximate their carrying values due to the immediate or short-term maturity of these financial instruments.
j)	Income Taxes
	Potential benefits of income tax losses are not recognized in the accounts until realization is more likely that not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
k)	Foreign Currency Translation
	The Company’s functional and reporting currency is the United States dollar. Foreign currency transactions are primarily undertaken in Canadian dollars and are translated into United States dollars using exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured at each consolidated balance sheet date at the exchange rate prevailing at the balance sheet date. Foreign currency exchange gains and losses are charged to operations. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
l)	Stock-based Compensation
	Prior to January 1, 2006, the Company accounted for stock-based awards under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” using the intrinsic value method of accounting, under which compensation expense was only recognized if the exercise price of the Company’s employee stock options was less than the market price of the underlying common stock on the date of grant. Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123R “Share Based Payments”, using the modified prospective transition method. Under that transition method, compensation cost is recognized for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123, and compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. Results for prior periods have not been restated. There was no effect on the Company’s reported loss from operations, cash flows of loss per share as a result of adopting SFAS No. 123R.
	All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
m)	Recent Accounting Pronouncements
	In February 2007, the Financial Accounting Standards Board (“FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

F-8

Lincoln Gold Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2006
(Expressed in U.S. dollars)

2. Summary of Significant Accounting Policies (continued)

m)	Recent Accounting Pronouncements (continued)
	In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The adoption of this statement did not have a material effect on the Company's reported financial position or results of operations.
	In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R)”. This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement did not have a material effect on the Company's reported financial position or results of operations.
	In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.
	In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the consolidated financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.
	In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

F-9

Lincoln Gold Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2006
(Expressed in U.S. dollars)

2. Summary of Significant Accounting Policies (continued)

m)

Recent Accounting Pronouncements (continued)

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

3. Property and Equipment

			December 31,	December 31,
			2006	2005
		Accumulated	Net Carrying	Net Carrying
	Cost	Depreciation	Value	Value
	$	$	$	$
Computer hardware	4,676	2,461	2,215	3,774
Computer software	1,345	1,289	56	729
Office equipment and fixtures	3,285	1,116	2,169	2,825
	9,306	4,866	4,440	7,328

4.	Mineral Property Interests
	a)	Hannah Property
		On December 24, 2003, the Company entered into an option agreement to acquire a 100% interest in twenty-three unpatented lode claims situated in Churchill County, Nevada, USA. The option agreement called for net smelter royalties of 1% to 4% upon production. Pursuant to the option agreement, the Company is required to make option payments totaling $210,000 as follows:
			$5,000 upon signing the agreement (paid); $5,000 on January 10, 2005 (paid); $10,000 on January 10, 2006 (paid); $15,000 on January 10, 2007; $25,000 on January 10th of each year from 2008 to 2012; and $50,000 on January 10, 2013.
		Subsequent to December 31, 2006, the Company amended the agreement whereby the $15,000 due on January 10, 2007 would be paid in equal installments of $3,750 on January 10, 2007 (paid), April 10, 2007, July 10, 2007 and October 10, 2007
	b)	JDS Property
		In fiscal 2004, the Company acquired, by staking, a 100% interest in seventy-seven mineral claims in Eureka County, Nevada, USA.

F-10

Lincoln Gold Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2006
(Expressed in U.S. dollars)

4. Mineral Property Interests (continued)

c)	Buffalo Valley Property
	On July 9, 2004, the Company entered into a mining lease agreement with Nevada North Resources (U.S.A.) Inc. (“Nevada North”) for a term of twenty years. The agreement called for the Company to make advance minimum royalties to the Lessor over the term as follows:
		$10,000 upon exercise of the lease (paid); $20,000 by July 9, 2005 (paid); $20,000 by July 9, 2006 (lease terminated)
	On July 26, 2005, the Company entered into an agreement whereby it granted the right to earn up to a 75% interest in the property to an Optionee. To earn a 60% interest, the Optionee had a work commitment (includes maintaining the underlying leases and claims in good standing) of $3,000,000 over a five-year period. Since exploration results were considered poor, the option agreement was terminated. On May 24, 2006, the Company terminated its lease agreement with Nevada North and returned the property to them.
d)	Jenny Hill Property
	On September 28, 2004, the Company entered into a mining lease and option to purchase agreement comprising ninety-seven mineral claims situated in Mineral and Nye Counties, Nevada for a term of seven years. The agreement calls for the Company to make option payments $1,500,000 over a seven year period as follows:
		$20,000 upon signing the agreement (paid); $25,000 by September 28, 2005 (paid); $30,000 by September 28, 2006 (paid by Optionee); $60,000 by September 28, 2007; $70,000 by September 28, 2008; $80,000 by September 28, 2009; $90,000 by September 28, 2010; and $1,125,000 by September 28, 2011.
	The Company must also complete a work program on the property of $50,000, in the first lease year and $100,000 for the second and each subsequent lease year until the option is completed. The agreement is subject to a net smelter return of 2%.
	On December 9, 2005, the Company entered into a non-binding agreement whereby it offered the right to earn a 60% interest in the property to an Optionee. The Optionee can earn a 60% interest by spending $3,000,000 in exploration work on the property over a five-year period with a minimum expenditure of $200,000 to be spent during the first year. In addition, the Optionee can earn an additional 10% interest by completing a feasibility study on the project and an additional 5% interest (for a total of 75%) by arranging financing on behalf of the Company for its share of the construction costs as a result of both parties reaching a positive construction decision for a mine operation on the project. A formal agreement is to be signed by both parties within ninety days (extended).
e)	La Bufa Property
	On August 5, 2005, the Company entered into a Letter of Intent with Almaden Minerals Ltd. (“Almaden”) to form a joint venture for the exploration and development of the La Bufa property, located in Chihuahua, Mexico. Under the Letter of Intent, the Company may acquire a 51% interest in the La Bufa property by spending $2,000,000 on the property over four years and by issuing 350,000 shares of the Company to Almaden over a five year period (50,000 shares issued at a fair value of $10,000 on March 15, 2006). The Company is in the process of issuing 60,000 shares which were due and payable August 5, 2006. In addition, the Company may acquire another 9% of the property by spending an additional $1,000,000 on the property. If production is achieved, the Company will pay a bonus by issuing 100,000 of its shares. The Company is committed to spend $100,000 in the first year.

F-11

Lincoln Gold Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2006
(Expressed in U.S. dollars)

5.	Related Party Transactions
	a)	During the year ended December 31, 2006, the Company paid management fees of $42,250 (2005 - $49,098) and rent of $3,300 (2005 - $3,000) to the Vice President of the Company and management fees of $20,545 (2005 - $26,750) to a company owned by the President of the Company. Management fees and rent are included in general and administrative expenses.
	b)	As at December 31, 2006, the Company owed $6,760 (December 31, 2005 - $8,080) to various officers and directors and to a company controlled by the President of the Company. These amounts are unsecured, non-interest bearing and due on demand.
6.	Note Payable
	On January 28, 2004, the Company issued a $200,000 convertible note with 5,000,000 warrants to purchase common stock of the Company at $0.04 per share which expires on January 28, 2006. The note carries an interest rate of 10% compounded monthly and was due on January 28, 2006. The interest is payable annually with the second year interest payment due with the principal amount. The holder could convert any portion of the debt to common stock at the value of $0.04 per share until January 28, 2006. Warrants could be exercised in minimum amounts of 1,000 shares at a conversion price of $0.04 per share. In accordance with EITF 00-27 “Application of Issue No. 98-5 to Certain Convertible Instruments” and EITF 98-5 “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”, there was determined to be minimal fair value related to the warrants issued and there was no beneficial conversion feature amount.
	On September 15, 2005, the Company completed an agreement whereby the Company repaid $100,000 of the convertible note along with $35,000 accrued interest and agreed to repay the remaining $100,000 within sixty days (outstanding). With the completion of the first payment the conversion feature and warrants issued were cancelled.
7.	Common Stock
	a)	On December 31, 2006, the Company was obligated to issue 666,666 shares of common stock at a fair value of $0.11 per share for consulting services rendered. The total fair value of $73,333 has been recorded as common stock subscribed as at December 31, 2006. The shares were issued subsequently.
	b)	On July 27, 2006, the Company completed the first tranche of a private placement and issued 1,075,000 units at $0.20 per unit for gross proceeds of $215,000, with related stock issuance costs of $21,500. Each unit consisted of one share of common stock and one-half of one Series A warrant and one whole Series B warrant. Each whole Series A warrant will be exercisable to acquire one share of common stock at $0.35 per share for a term of one year from the issuance date. Each whole Series B warrant will be exercisable to acquire one share of common stock at $1.35 per share for a term of four years from the issuance date.
	c)	On March 15, 2006, the Company issued 50,000 shares of common stock at a fair value of $10,000 pursuant to a mineral property option agreement. See Note 4(e).
	d)	On August 15, 2005, the Company issued 300,000 shares of common stock at a fair value of $108,000 to a consultant for investor relations services rendered.
	e)	On March 31, 2005, the Company issued 20,000 shares of common stock at $0.60 per share for proceeds of $12,000 pursuant to the exercise of stock options.
	f)	On March 10, 2005, the Company issued 3,145,000 units at $0.30 per unit for gross proceeds of $943,500 pursuant to a private placement. Each unit consisted of one share of common stock and one share purchase warrant entitling the holder to purchase one additional share at $0.40 during the first year and at $0.50 per share during the second year. The Company paid commissions of $42,210 in connection with this private placement.

F-12

Lincoln Gold Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2006
(Expressed in U.S. dollars)

8.	Stock Options
	In fiscal 2004, the Board of Directors approved the 2004 Stock Option Plan for a maximum of 2,500,000 shares available to be granted to directors, officers, employees and consultants. The stock option exercise price is set at the fair market value of the shares at the date of grant. The term of the stock options, once granted, is not to exceed ten years. The vesting period of the stock options is set at the discretion of the Board of Directors.
	On February 23, 2005, the Board of Directors approved the 2005 Stock Option Plan for a maximum of 2,000,000 shares available to be granted to directors, officers, employees and consultants. The stock option exercise price is set at the fair market value of the shares at the date of grant. The term of the stock options, once granted, is not to exceed ten years. The vesting period of the stock options is set at the discretion of the Board of Directors.
	A summary of the Company’s stock option activity is as follows:

			Weighted
			Average
			Exercise
	Number of		Price
	Options		$
Balance, December 31, 2004	2,410,000		0.60
Exercised	(20,000	)	0.60
Balance, December 31, 2005 and 2006	2,390,000		0.60

There are no unvested stock options as at December 31, 2006.

Additional information regarding stock options outstanding as at December 31, 2006 is as follows:

	Outstanding and Exercisable
			Weighted
		Weighted Average	Average
	Number of	Remaining	Exercise Price
Exercise price	Options	Contractual Life	$
$0.60	2,390,000	0.44 years	0.60

The aggregate intrinsic value of stock options outstanding and vested as at December 31, 2006 is $262,900.

There was no difference in the Company’s net loss or basic and diluted net loss per share for the year ended December 31, 2006 as a result of adopting SFAS No. 123R on January 1, 2006 than if it had continued to account for stock-based compensation under APB No. 25.

There were no share-based payments pursuant to APB No. 25 granted during the year ended December 31, 2005 therefore no SFAS No. 123 pro forma disclosures have been presented.

9.	Share Purchase Warrants
	The following table summarizes the continuity of the Company’s share purchase warrants:

			Weighted
			Average
			Exercise
	Number of		Price
	Warrants		$
Balance, December 31, 2004	7,300,000		0.16
Issued	3,145,000		0.40
Cancelled	(5,000,000	)	0.04
Balance, December 31, 2005	5,445,000		0.44
Issued	1,612,500		1.02
Expired	(2,300,000	)	0.50
Balance, December 31, 2006	4,757,500		0.68

F-13

Lincoln Gold Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
December 31, 2006
(Expressed in U.S. dollars)

9.	Share Purchase Warrants (continued)
	As at December 31, 2006 the following share purchase warrants were outstanding:

	Exercise
Number of	Price
Warrants	$	Expiry Date
3,145,000	0.50	March 10, 2007
537,500	0.35	July 27, 2007
1,075,000	1.35	July 27, 2010
4,757,500

10.	Income Taxes
	Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has incurred cumulative net operating losses of approximately $2,186,000 which commence expiring in 2023. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. During the years ended December 31, 2006 and 2005, the valuation allowance established against the deferred tax assets increased by $144,900 and $415,300, respectively.
	The components of the net deferred tax asset as at December 31, 2006 and 2005, and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below:

	2006	2005
	$	$
Net Operating Losses	2,186,000	1,772,000
Statutory Tax Rate	35%	35%
Effective Tax Rate	–	–
Deferred Tax Asset	765,100	620,200
Valuation Allowance	(765,100)	(620,200)
Net Deferred Tax Asset	–	–

11.	Subsequent Event
	Subsequent to December 31, 2006, the Company issued 666,666 shares of common stock for consulting services rendered in fiscal 2006. See Note 7(a).

F-14

ITEM 13.          EXHIBITS

The following exhibits are attached to this Amendment No. 1 to our Annual Report on Form 10-KSB:

Exhibit Number	Description of Exhibit
3.1	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 LLP (10)
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act (10)
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 (10)

(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.

4 of 6

(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.
(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)	Filed as an Exhibit to this Amendment No. 1 to our Annual Report on Form 10-KSB.

5 of 6

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: July 13, 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: July 13, 2007
Per:	/s/ Andrew Bowering
	Andrew Bowering
	Director
	Date: July 13, 2007
Per:	/s/ James Chapman
	James Chapman
	Director
	Date: July 13, 2007

6 of 6

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 22, 2007 on the consolidated financial statements of Lincoln Gold Corporation (the “Company”) that are included in the Company’s Form 10-KSB Amendment No. 1, which is included, by reference, in the Company’s Form S-8 Registration Statement filed with the United States Securities and Exchange Commission on September 27, 2004.

/s/ MANNING ELLIOTT LLP

CHARTERED ACCOUNTANTS
Vancouver, Canada
July 17, 2007

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Paul F. Saxton, Chief Executive Officer and Chief Financial Officer of Lincoln Gold Corporation, certify that;

(1)	I have reviewed this annual report on Form 10-KSB for the year ended December 31, 2006 of Lincoln Gold Corporation;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
(4)	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year end that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5)	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:      July 13, 2007

/s/ Paul F. Saxton
___________________________________
By:       Paul F. Saxton
Title:    Chief Executive Officer
             Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
AND
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul F. Saxton, Chief Executive Officer and Chief Financial Officer of Lincoln Gold Corporation, (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(i)	the Annual Report on Form 10-KSB of the Company for the fiscal year ended December 31, 2006 (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)	the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Paul F. Saxton
Name:	Paul F. Saxton
Title:	Chief Executive Officer and
	Chief Financial Officer
Date:	July 13, 2007

CORRESP

LINCOLN GOLD CORPORATION
Suite 350, 885 Dunsmuir Street
Vancouver, British Columbia, V6C 1N5
Tel: (604) 688-7377  /  Fax: (604) 688-7307

July 13, 2007

MAIL STOP 7010

The United States Securities
and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549-7010

Attention:               Ms. April Sifford, Branch Chief

Dear Ms. Sifford:

LINCOLN GOLD CORPORATION (the “Company”)

Form 10-KSB For Fiscal Year Ended December 31, 2006, as amended

SEC File No. 000-25827

The Company is aware of its responsibilities relating to the filing of its Annual Report on Form 10-KSB for the year ended December 31, 2006 and has included all information required under the Securities Exchange Act of 1934. The Company further acknowledges that :

• the Company is responsible for the adequacy and accuracy of the disclosure in its filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Company’s filing; and

• the Company may not assert staff comments as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Yours truly,

LINCOLN GOLD CORPORATION

/s/ Paul Saxton

PAUL SAXTON, President

CORRESP

Lang Michener LLP
BARRISTERS & SOLICITORS

Vancouver
Toronto
Ottawa 1500 - 1055 West Georgia Street, P.O. Box 11117
Vancouver, British Columbia, Canada V6E 4N7
Telephone (604) 689-9111
Facsimile (604) 685-7084

File Number: 56774-24

Web site: www.langmichener.com

Direct Line: (604) 691-7410
Direct Fax Line: (604) 893-2669
E-Mail: mtaylor@lmls.com

July 17, 2007

MAIL STOP: 7010
BY COURIER & FILED BY EDGAR

The United States Securities
and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549-7010

Attention:	Shannon Buskirk, Division of Corporation Finance
	Ken Schuler, Mining Engineer

Dear Ms. Buskirk:

Lincoln Gold Corporation (the “Company”)
Form 10-KSB for the Fiscal Year Ended December 31, 2006
Filed April 2, 2007
File No. 000-25827                                                                                                              

We write on behalf of the Company in response to Staff’s original letter dated May 10, 2007 and the supplemental letter of June 14, 2007 (the “Comment Letters”) signed by April Sifford, Branch Chief of the United States Securities and Exchange Commission (the “Commission”) regarding the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 (the “Form 10-KSB”) filed with the Commission on April 2, 2007.

On behalf of the Company, we have filed with the Commission via the EDGAR system an Amendment No. 1 to the Company’s originally filed Form 10-KSB (the “Form 10-KSB/A1”). We enclose with this letter two copies of the Form 10-KSB/A1, together with two copies of red-lined financial statements showing changes from the originally filed financial statements.

In addition to the Form 10-KSB/A1, we also provide below our item-by-item responses to the comments made in the Comment Letters. The factual information provided herein relating to the Company has been made available to us by the Company. Paragraph numbering used for each response corresponds to the numbering used in the Comment Letters. Capitalized terms used herein and not defined, have the same meanings given such terms in the Form 10-KSB.

Page 2

Form 10-KSB for the Fiscal Year Ended December 31, 2006

Report of Independent Registered Public Accounting Firm, page F-2

1. Please amend your filing to include a report signed by your independent public accountants.

In response to Staff’s comment, the Company has included the signed audit report of Manning Elliott, Chartered Accountant, dated March 22, 2007.

Note 8, Stock Options, page F-13

2. We note you have stock options outstanding as of December 31, 2006 and 2005, which were accounted for in accordance with APB 25 at their grant date. We further note you have adopted the provisions of SFAS 123(R) using the modified prospective application. Please provide the disclosures required by SFAS 123(R), paragraph 84.

In response to Staff’s comment, the Company has amended Note 8 of its financial statements for the years ended December 31, 2006 and 2005, entitled “Stock Options”, to include the disclosure required under SFAS 123(R), paragraph 84.

Engineering Comments

3. If your web site contains disclosure about adjacent or other properties on which the company has no right to explore or mine, please include the following cautionary language along with such information.

“This web site contains information about adjacent properties on which we have no right to explore or mine. We advise U.S. investors that the SEC’s mining guidelines strictly prohibit information of this type in documents filed with the SEC. U.S. investors are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on our properties.”

In response to Staff’s comment, the Company has updated its web site in order to include the requested cautionary language.

4. We note that you refer to or use the terms such as potential mineralization, drill indicated resources, measured, indicated, or inferred resources on your website. As you may know, for U.S. reporting purposes, measures of mineral reserves must be consistent with the definitions set forth in Industry Guide 7. These generally differ from measurement systems that guide the estimation of resources. If you continue to make references on your web site to reserve measures other than those recognized by the SEC, please accompany such disclosure with the following cautionary language:

“Cautionary Note to U.S. Investors – The United States Securities and Exchange Commission limits disclosure for U.S. reporting purposes to mineral deposits that a company can economically and legally extract or produce. We use certain terms on this web site, such as “reserves”, “resources”, “geologic resources”, “proven”, “probably”, “measured”, “indicated”, or “inferred”, which may not be consistent with the reserve definitions established by the SEC. U.S. investors are urged to consider closely the disclosure in our Form 10-KSB, File No. 000-25827. You can review and obtain copies of these filings from the SEC’s website at http://www.sec.gob/edgar.shtml”.

Page 3

In response to Staff’s comment, the Company has updated its web site in order to include the requested cautionary language.

In further response to Staff’s comment, we enclose a copy of the Company’s disclosure acknowledgement letter under the Securities Exchange Act of 1934.

If you have any questions or require any additional information or documents, please telephone the undersigned at (604) 691-7410.

Yours truly,

/s/ Michael H. Taylor

Michael H. Taylor
for Lang Michener LLP

MHT/jl
Encls.

cc: Lincoln Gold Corporation
Attention: Mr. Paul Saxton, CEO