Lincoln Gold Corp - Current report filing (8-K)
22 11월 2007 - 7:27AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 15, 2007
Date of Report (Date of
earliest event reported)
LINCOLN GOLD
CORPORATION
(Exact name of registrant as specified in its
charter)
NEVADA
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0-25827
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88-0419475
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(State or other jurisdiction of
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(Commission File
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(IRS Employer Identification
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incorporation)
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Number)
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No.)
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Suite 350, 885 Dunsmuir Street
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Vancouver, British Columbia Canada
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V6C 1N5
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(Address of principal executive offices)
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(Zip Code)
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604-688-7377
Registrant's telephone number,
including area code
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[
X
] Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e -4(c))
SECTION 4 MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL
STATEMENTS
Item 4.01 Changes in Registrants Certifying
Accountant
Manning Elliott LLP, Chartered Accountants ("Manning Elliott")
have been dismissed as principal independent accountant of Lincoln Gold
Corporation (the "Company") effective November 15, 2007. The Company has engaged
Davidson & Company LLP, Chartered Accountants as its principal independent
accountant effective November 15, 2007. The decision to change principal
independent accountants has been approved by the Companys board of
directors.
The report of Manning Elliott dated March 22, 2007 on the
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 did not contain an
adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty,
audit scope, or accounting principles, other than to state that there is
substantial doubt as to the ability of the Company to continue as a going
concern.
During the Companys two most recent fiscal years and any
subsequent interim period through to the date of their resignation, there were
no disagreements between the Company and Manning Elliott on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements if not resolved to the satisfaction of
Manning Elliott would have caused them to make reference thereto in their
reports on the Companys audited financial statements.
The Company has provided Manning Elliott with a copy of the foregoing
disclosures and has requested in writing that Manning Elliott furnish it with
a letter addressed to the Securities and Exchange Commission stating whether
or not they agree with such disclosures. The Company has received the requested
letter from Manning Elliott wherein they have confirmed their agreement to the
Companys disclosures. A copy of Manning Elliotts letter has been
filed as an exhibit to this report.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
(1)
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Filed as an exhibit to this current report on Form 8-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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LINCOLN GOLD CORPORATION
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By:
/s/ PAUL F. SAXTON
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DATE: November 21, 2007
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PAUL F. SAXTON
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President
and Chief Executive Officer
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Legion Capital (PK) (USOTC:LGCP)
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