Shore Gold Inc – ‘40-F/A’ for 1/3/07

On:  Wednesday, 1/3/07, at 3:07pm ET   ·   For:  1/3/07   ·   Accession #:  1341004-7-23   ·   File #:  0-51592

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Amendment to Annual Report by a Canadian Issuer   —   Form 40-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-F/A      Amendment No. 2                                        7     21K 

40-F/A
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 40-F/A
 (Amendment No. 2)

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934                 

   [X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934                 

For the fiscal year ended December 31, 2005     Commission File Number 000-51592

----------------------

 Shore Gold Inc.
(Exact name of Registrant as specified in its charter)

   Canada                       1400                      Not Applicable
(Province or other      (Primary Standard Industrial        (I.R.S. Employer    
Jurisdiction of         Classification Code Number)       Identification No.) 
Incorporation or                                                              
Organization)                                                               
300, 224 -4th Avenue South
 Saskatoon, Saskatchewan
Canada S7K 5M5
(306) 664-2202
(Address and telephone number of Registrants' principal executive offices)

 CT Corporation System
 111 Eighth Avenue
New York, NY 10011
(212) 894-8940
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)

----------------------

Securities registered or to be registered pursuant to Section 12(b)of the Act.

None

Securities registered or to be registered pursuant to Section 12(g)of the Act.

 Common Shares, No Par Value

Securities for which there is a reporting obligation pursuant to Section15(d) 
of the Act. 

None

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

[ ] Annual information form     [ ] Restated 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 this
annual report.                                                                  

The Registrant had 170,515,424 Common Shares
 outstanding as at December 31, 2005

         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     X
            -------      --------                 ----------

         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    X                              No    
          -------                               --------

40-F/A
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EXPLANATORY NOTE

The Registrant is filing this Amendment No. 2 (this "Amendment") to Form 40-F   
for the year ended December 31, 2005 to insert a signed management's report and 
auditors' report relating to the Registrant's restated audited financial        
statements for the financial year ended December 31, 2005, which were           
inadvertently omitted from the filing of the Amendment No. 1 to Form 40-F in the
process of preparing the EDGAR version of such amendment. The auditor's consent 
was previously filed.                                                           

Other than as expressly set forth above, this Amendment does not, and does not  
purport to, update or restate the information in any Item of the Form 40-F or   
reflect any events that have occurred after the original filing date of the Form
40-F. The Registrant filed a Form 15 on April 6, 2006 terminating its           
registration under the Securities Exchange Act of 1934.                         

DOCUMENTS FILED UNDER COVER OF THIS FORM
----------------------------------------

Document No. 1:     Annual Information Form for the year ended December 31,     
2005, dated March 27, 2006.*            

Document No. 2:     Restated Audited Financial Statements for the financial year
            ended December 31, 2005, prepared in accordance with
              Canadian generally accepted accounting principles, and
                 reconciled to United States generally accepted accounting
             principles in accordance with Item 17 of Form 20-F.*+

Document No. 3:     Restated Management's Discussion and Analysis of Financial  
              Condition and Results of Operations for the year ended
December 31, 2005.*                     

*  Previously Filed                                                             
+  The restated audited financial statements for the financial year ended       
December 31, 2005 has been previously filed. However, this amendment is         
accompanied by the signed management's report and auditors' report thereon.     

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                                                                  Document No. 2

40-F/A
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 MANAGEMENT'S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements of Shore Gold Inc. are the   
responsibility of management and have been approved by the Board of Directors.  

Management in conformity with Canadian generally accepted accounting principles 
has prepared the consolidated financial statements. The consolidated financial  
statements include some amounts that are based on best estimates and judgements.

The management of the Company, in furtherance of the integrity and objectivity  
of data in the consolidated financial statements, has developed and maintains a 
system of internal accounting controls. Management believes the internal        
accounting controls provide reasonable assurance that financial records are     
reliable and form a proper basis for preparation of consolidated financial      
statements and that assets are properly accounted for and safeguarded. The      
internal accounting control process includes management's communication to      
employees of policies that govern ethical business conduct.                     

The Board of Directors carries out its responsibility for the consolidated      
financial statements principally through its audit committee, consisting        
entirely of outside directors. The audit committee reviewed the Company's       
restated annual consolidated financial statements and recommended their approval
to the Board of Directors. The shareholders' auditors have full access to the   
audit committee, with and without management being present.                     

The shareholders' auditors, KPMG LLP, Chartered Accountants, in accordance with 
Canadian generally accepted auditing standards, have examined these restated    
consolidated financial statements and their independent professional opinion on 
the fairness of the restated consolidated financial statements is attached.     

/s/ Harvey J. Bay                                                               
------------------                                                              
Harvey J. Bay, CMA                                                              
Chief Financial Officer & Chief Operating Officer                               

Saskatoon, Saskatchewan                                                         
November 14, 2006                                                               

40-F/A
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[KPMG GRAPHIC OMITTED]                                                          
                        KPMG LLP                        Telephone (306) 934-6200
                        Chartered Accountants           Fax       (306) 934-6233
                        600 - 128 Fourth Avenue South   Internet     www.kpmg.ca
Saskatoon SK   S7K 1M8          

AUDITORS' REPORT
----------------

To the Shareholders of Shore Gold Inc.:                                         

We have audited the restated consolidated balance sheet of Shore Gold Inc. as at
December 31, 2005 and the consolidated balance sheet of Shore Gold Inc. as at   
December 31, 2004 and the consolidated statements of loss and deficit and cash  
flows for each of the years in the three year period ended December 31, 2005.   
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 Canadian generally accepted auditing 
standards. Those standards require that we plan and perform an audit to obtain  
reasonable assurance 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. 

In our opinion, these consolidated financial statements present fairly, in all  
material respects, the financial position of the Company as at December 31, 2005
and 2004 and the results of its operations and its cash flows for each of the   
years in the three year period ended December 31, 2005 in accordance with       
Canadian generally accepted accounting principles.                              

Our previous report, dated March 27, 2006, on the consolidated balance sheets as
at December 31, 2005 and 2004 and the consolidated statements of loss and       
deficit and cash flows for each of the years in the three year period ended     
December 31, 2005 was withdrawn on November 14, 2006. The restated consolidated 
balance sheet as at December 31, 2005 has been restated to reflect the changes  
described in Note 2 to these consolidated financial statements.                 

/s/ KPMG LLP                                                                    

Chartered Accountants                                                           

Saskatoon, Canada                                                               

March 27, 2006, except as to notes 2, 14 and 15 which are as of November 14,    
2006                                                                            

40-F/A
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 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.                                                        

                       SHORE GOLD INC.

                                      By:    /s/ Kenneth E. MacNeill
                                             -----------------------
                                  Name:  Kenneth E. MacNeill
                                  Title: President and Chief
                                       Executive Officer

Dated:   January 3, 2006                                                        

40-F/A
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 EXHIBIT INDEX

Number      Document                                                            
------      --------                                                            

1.          Consent of KPMG LLP.*                                               

31.         Certification of CEO and CFO pursuant to Section 302 of the         
Sarbanes-Oxley Act of 2002.*                            

32.         Certification of CEO and CFO pursuant to Section 906 of the         
Sarbanes-Oxley Act of 2002.*                            

33.         Certification of CEO and CFO pursuant to Section 302 of the         
          Sarbanes-Oxley Act of 2002 regarding Amendment No. 1 to the Annual
Report on Form 40-F.*                                   

34.         Certification of CEO and CFO pursuant to Section 906 of the         
           Sarbanes- Oxley Act of 2002 regarding Amendment No. 1 to the Annual
Report on Form 40-F.*                                   

* Previously Filed                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘40-F/A’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		1/3/07
		11/14/06		4		5
		4/6/06		2					15-12G
		3/27/06		2		5			40-F
		1/3/06		6
		12/31/05		1		5			40-F/A
		12/31/04		5
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