UNITED
STATES

SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-KSB

[xx] ANNUAL REPORT UNDER SECTION
    13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL PERIOD
    ENDED MARCH 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: 000-50915





MCNAB CREEK GOLD CORP.

(Name of small
business issuer in its charter)





Nevada

(State or other
jurisdiction of incorporation or organization)





98-0434710

(I.R.S. Employer
Identification Number)





Suite 1128, 789 West
Pender Street

Vancouver, B.C. V6C
1H2

(Address of principal
executive offices)





(604) 669-9330

(Issuer's telephone
number)

Securities registered under Section 12(b) of the Exchange Act: None

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

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. [ X ] Yes [ ]
No

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of Issuer'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.

[ X ]

The Issuer's revenues for its fiscal period ended March 31, 2006 were $0.00.

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.): Not Applicable

(ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING

THE PRECEDING FIVE
YEARS)

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of
equity stock, as of the latest practicable date.

35,859,200 common shares issued and outstanding as of June 7, 2006.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

No.

Transitional Small Business Disclosure Format (Check one): Yes ____; No __X__

---



PART I

Item 1. Description of Business

This annual report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "will",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors", that may cause our company's or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.

Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.

In this annual report, unless otherwise specified, all dollar amounts are
expressed in United States dollars and all references to "common shares" refer
to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", the "Company" and
"McNab" mean McNab Creek Gold Corp. and our subsidiaries, unless otherwise
indicated.

Overview

We are a junior mineral exploration company. We seek to
explore our mineral interests in the SMH Property located in Eureka County,
Nevada. Subsequent to year end management decided to discontinue holding an
interest in the Roxy Prospect located in Pershing County, Nevada. We will be
exploring the SMH claims in phases. Our proposed work program is set out in
detail under the Plan of Operation section.

The Company's acquisition of its SMH Property and Roxy Property were
negotiated at arm's length with Mr. E.L. Hunsaker III before he became a
director of the Company. However, in view of a potential conflict of interest in
Mr. Hunsaker remaining as a director of the Company, he has resigned his
position as a director of the Company and has been replaced by Mr. Christopher
R. Verrico.

The SMH 31-50 claims were transferred to McNab Creek Gold Corporation by
virtue of a Quitclaim Deed executed in January 2004 by Scoonover Exploration LLC
of Elko, Nevada. E.L. Hunsaker III, is a managing member of Scoonover
Exploration LLC (Scoonover Exploration a Nevada Limited Liability Company). 
The claims were acquired for the consideration of $3,500; with a 2.5% net
smelter return royalty retained by Scoonover (the 2.5% net smelter return
royalty was sold to Golden Patriot Corp., of which E.L. Hunsaker III is also a
director). The SMH quitclaim is recorded in Eureka County Nevada Book 374, Page
001-003.

The Roxy 1-8 claims were transferred to McNab Creek Gold Corporation by
virtue of a Quitclaim Deed executed in July 2004 by Scoonover Exploration LLC of
Elko, Nevada. E.L. Hunsaker III, is a managing member of Scoonover Exploration
LLC (Scoonover Exploration a Nevada Limited Liability Company).  The claims
were acquired for the consideration of $3,500; with a 2.5% net smelter return
royalty retained by Scoonover (the 2.5% net smelter return royalty was sold to
Golden Patriot Corp., of which E.L. Hunsaker III is also a director). The Roxy
quitclaim is recorded in Pershing County Nevada Book 384, Page 740-742.
Subsequent to year end management decided to discontinue holding an interest in
the Roxy Prospect.

There is no assurance that a commercially viable mineral deposit exists on
any one of our properties. Extensive exploration will be required before we can
make a final evaluation as to the economic and legal feasibility of any
potential deposit.

Corporate History

We were incorporated on February 15, 2001 as "Parthenon Development
Corporation" under the laws of the State of Nevada. We acquired our mineral
exploration properties in January, 2004 and July, 2004. We raised seed capital
to finance our mineral exploration activities during the period September, 2003
to March, 2004. We changed our name to "McNab Creek Gold Corp." on August 1,
2003 when management determined that our company would explore gold and silver
deposits in the vicinity of the Carlin Trend and Kennedy District in the State
of Nevada.

We have not been involved in any bankruptcy, receivership or similar
proceedings. We have not undergone any material reclassification, merger,
consolidation or sale of significant assets not in the ordinary course of
business. Our purchase of the SMH and Roxy mineral exploration properties
described under "Plan of Operation" was, for our company, a purchase of
significant assets not in the ordinary course of business.

Our Current Business

We are a junior mineral exploration company. We have acquired two blocks of
lode mineral claims in Pershing County and Eureka County in the State of Nevada.
We will be exploring these claims in phases. There is no guarantee that a
producing mine that is economically feasible to explore can be located and
identified nor can we guarantee that our property is economically feasible to
explore. Our proposed work program is set out in detail under the Plan of
Operation.

Description of Our Exploration Properties

SMH PROSPECT

Location and Access

The SMH Prospect comprises 400 acres in 20 unpatented and contiguous lode
claims. An unpatented mining claim is a particular parcel of Federal land,
valuable for a specific mineral deposit or deposits. It is a parcel for which an
individual has asserted a right of possession. The right is restricted to the
extraction and development of a mineral deposit. The rights granted by a mining
claim are valid against a challenge by the United States and other claimants
only after the discovery of a valuable mineral deposit. The claims are located
south of the Carlin Trend, Figure 1, more specifically in Section 23, 26 and 35
of Township 26 North and Range 52 East in Eureka County Nevada. Subject to a
2.5% production royalty, the claims were transferred to McNab Creek Gold
Corporation by virtue of a Quitclaim Deed executed in January, 2004 by Scoonover
Exploration LLC of Elko, Nevada. The name of the claims and their BLM Serial
Numbers are given in Table 1. All claims have anniversary dates on September 1
and are in good standing until 2005.

Unpatented mining claims consist of U.S. Federal controlled ground for which
the proprietary mineral rights have been claimed; one claim covers approximately
20.7 acres and is obtained by completing a proscribed set of monumentation,
postings and filings (described by Nevada law) generally described as:

*    Erect four corner locations monuments and one
    location monument

*    File appropriate documentation and pay appropriate
    fees with U.S. Department of the Interior-Bureau of Land Management

*    File appropriate documentation and pay appropriate
    fees with County Recorder in county where claims are located.

Table 1.



|Claim Name | BLM Serial Number
|---------- | -----------------
|SMH 31     | NMC925335        
|SMH 32     | NMC925336        
|SMH 33     | NMC925337        
|SMH 34     | NMC925338        
|SMH 35     | NMC925339        
|SMH 36     | NMC925340        
|SMH 37     | NMC925341        
|SMH 38     | NMC925342        
|SMH 39     | NMC925343        
|SMH 40     | NMC925344        
|SMH 41     | NMC925345        
|SMH 42     | NMC925346        
|SMH 43     | NMC925347        
|SMH 44     | NMC925348        
|SMH 45     | NMC925349        
|SMH 46     | NMC925350        
|SMH 47     | NMC925351        
|SMH 48     | NMC925352        
|SMH 49     | NMC925353        
|SMH 50     | NMC925354        



Accessibility and Physiography

The SMH Prospect is reached by driving approximately 22 miles west on U.S.
Interstate Highway 80 to Carlin, Nevada, then 41 miles south on Nevada State
Highway 278 to Mineral Hill Road then approximately 4.8 miles east to the Aiken
Canyon access road and 3.4 miles southeast to the property.

The SMH Property is accessible by a combination of paved roads and all
weather gravel roads from Carlin in the north and from Eureka in the south. Both
towns are the nearest population centers. Exploration trails abound in and
around the Carlin and Battle Mountain areas while in areas of moderate and
rolling topography, most places are negotiable by 4x4 vehicles even in the
absence of roads. Within the property itself, the topography is moderate, rising
from 6,650 ft on the southwestern part of the property to 7,000 ft on the
northeastern part of the property. The climate is arid giving rise to sparse
vegetation and generally stunted plant growth.

History

Most previous work completed on the SMH Property involved geologic mapping,
soil and rock chip sampling, trenching, test pitting and reverse circulation
drilling. The latest work carried out on the property was rock chip sampling by
both Newmont Explorations and later by Independence Mining in 1999.

Cominco owned a large block of land in the Sulphur Spring range that included
the SMH ground. Of four drill holes completed by Cominco in the area in 1988,
two holes, MHS-1 and MHS-4 were located on the SMH Property. Only the data on
MHS-4 is available which shows no detectable gold.

Following the Cominco drilling, the Dickenson-Nevada J.V. partners made up of
Reserve Industries Corporation, Precambrian Exploration and Dickenson Mines
Limited operated the WHY claims and collected 183 soil samples of which 118
samples came from several disparate lines and 65 samples came from a claim
post-based soil grid (i.e. 600 x 750 feet spacing). Assays from these samples
were rather low for gold but trace elements did identify several prospective
targets.

Asamera leased the WHY claims from Dickenson - Nevada J.V. in August, 1990
and initiated a ten-hole AIRTRAC drilling program along with backhoe trenching,
geochemical rock chip sampling and sagebrush biogeochemical sampling. Asamera to
36 rock chip samples in three trenches and drilled a 500-foot drill hole on the
eastern side of the property. Data from this hole is not available.

All of the Asamera AIRTRAC drill holes were shallow, from 35 to 50 feet. Only
one of the holes (WHY -2) intersected any significant mineralisation - 0.013opt
Au from 5-35 feet in jasperoid along the north-south fault.

Sagebrush sampling identified three low-grade multi element and gold
anomalies in the south central part of the WHY claim group. Two of the anomalies
trend east-west across the roughly north-south stratigraphic trend of the
lithologies and cut across several lithologic units.

In August, 1992, AUR leased the WHY claims from Reserve Industries who was
acting on behalf of the Dickenson - Nevada J.V. partners. In the same year of
acquisition, AUR completed three trenches and an unspecified number of test
pits. A total of 61 rock chip and 9 soil samples were collected. No significant
assays resulted from the trench and test pit sampling.

Between July and August, 1993, AUR drilled 3,935 feet in nine reverse
circulation drill holes using a tire-mounted Ingersol-Rand TH100 rig.

Regional Setting

The SMH Property is situated between the Carlin and the Battle Mountain -
Eureka structural trends. The rocks that host gold in the Carlin and Battle
Mountain areas are present in the SMH Property. The Carlin and Battle Mountain
trends are parallel northwesterly alignments of gold and silver deposits
stretching between 60 to 70 kilometers. Geophysical studies indicate that both
trends lie along ancient zones of crustal weaknesses resulting in fault zones
extending deep into the earth's mantle providing conduits for sustained
hydrothermal gold mineralisation. In most deposits, microscopic gold is hosted
in Paleozoic carbonate rocks, most particularly, the upper units of the Roberts
Mountains Formation.

Property Geology

Units of the Vinini Formation primarily underlie the SMH property. Previous
work has subdivided the formation into separate sedimentary units comprising
laminated silty limestone (Ovll), massive limestone (Ovl), black thinly bedded
chert (Ovc), grey siliceous shale, siltstone and chert (Ovs), Quartzite (Ovq)
and argillaceous mudstone and siltstone (Ovm). The Vinini Formation (western
assemblage rocks) is the fault contact with the Robert Mountains Formation of
the (eastern assemblage rocks). Previous drilling and sampling close to the
fault returned anomalous gold values.

ROXY PROSPECT

Location and Access

The Roxy Prospect is located in un-surveyed Sections 5, 6, 7, and 8, of T27N,
R38E, and MDB&M as shown in Figure 1. The area is within the southeastern
portion of the Kennedy Mining District in the State of Nevada. The land package
consists of eight unpatented lode claims (NMC860160 to NMC860167) along the
eastern margin of the southern East Range.

Access is via I-80 to Winnemucca, Nevada, thence south along Grass Valley
road, approximately 55 miles through Grass Valley, past the Gold Bank Hills,
through Pleasant Valley, almost to McKinney Pass. The Property lies
approximately three miles west of the main dirt road and two miles north of
McKinney pass. Access may also be gained via I-80 to Battle Mountain. Follow
State Road 305 southwest, turning west onto Lander County Road that goes past
Battle Mountain Gold's Copper Canyon operations. This road turns to gravel past
the mine entrance and heads thorough Buffalo and Dixie valleys, around the south
end of the Tobin Range, thence north along Spring Creek through the Sou Hills,
to the south end of Pleasant Valley, again almost to McKinney Pass. Subsequent
to year end management decided to discontinue holding an interest in the Roxy
Prospect

History

Discovery of silver-gold ore occurred in what would become the Kennedy
District in 1891. The discovery and development, in 1893, of the Imperial and
Gold Note mines brought around 500 hopeful prospectors to the area. The Kennedy
District produced almost 85,000 ounces of silver, more than 3,900 ounces of
gold, plus 62,439 pounds of copper and 101,479 pounds of lead, between 1903 and
1950. Production came primarily from north and northwest trending quartz veins.
The early mines in the district produced free-milling gold-silver ores from
oxidized portions of the veins. Ores were processed through a 20-stamp mill.
Subsequent production came from lessees who produced small shipments of
gold-silver ore. According to NBM&G Bulletin 89 Geology and Mineral Deposits of
Pershing County, Nevada (Johnson, 1977), mines of the district ". . . operated
intermittently until 1950, but the greatest period of development and
productivity was between 1893 and 1905."

Geology

A large Triassic granitic pluton, cut on its northern margin by a Tertiary
granodiorite, dominates the geology of the Kennedy District. These stocks
intrude Paleozoic Pumpernickel and Havallah formations and Mesozoic Koipato
Group rocks. Mapping compiled by Johnson (1977) reveals a north verging thrust
emplacing undifferentiated Pennsylvanian-Permian Pumpernickel Formation westward
over Triassic metavolcanics of the Koipato Group. Carbonates may also comprise
part of the lower plate of the thrust.

Mineralization and Geochemistry

The north-central Nevada region, around the SMH Properties,
has a long history of mining activity. The majority of the jobs in the northern
Nevada counties (Lander, Humboldt, Eureka, and Elko) are associated with the
mining industry. Heavy equipment and operators are available from several
sources in the local area. The nearby towns have extensive support and equipment
availability. Skilled and experienced manpower is readily available in the local
area.

Competitors

Historically, the State of Nevada has been rich in mineral reserves. Areas of
Nevada have been explored and in some cases staked through mineral exploration
programs. Large areas remain unstaked and areas reopen as claims expire. The
cost of staking and re-staking new mineral claims and the costs of most phase
one exploration programs are relatively modest. In many more prospective areas,
extensive literature is readily available with respect to previous exploration
and development activities. These facts make it possible for a junior mineral
exploration company such as ours to be very competitive with other similar
companies. In the case of the properties which we currently own, we purchased
them inexpensively from another junior mineral exploration company. We are in
competition with hundreds of other junior exploration companies who are
evaluating and re-evaluating prospective mineral properties in the State of
Nevada.

In effect, we are also competitive with senior companies who are doing grass
roots exploration. In the event our exploration activities uncover prospective
mineral showings, we anticipate being able to attract the interest of better
financed industry partners to assist on a joint venture basis in more extensive
exploration. We are at a competitive disadvantage compared to established
mineral exploration companies when it comes to being able to complete extensive
exploration programs on claims which we hold or may hold in the future. If we
are unable to raise capital to pay for extensive claim exploration, we will be
required to enter into joint ventures with industry partners which will result
in our interest in our claims being substantially diluted.

Unless we conclude an aggressive property acquisition program which carries
work commitments, we will be able to continue operating on modest cash reserves
for the next 18 months. We currently have cash on hand of $9,037. Management of
the Company has committed up to $50,000 in loan proceeds to ensure that the
Company is able to continue its operations for at least the next 12 months.

Governmental Regulations

We are not in a business which requires government approval for principal
products or services. In the event mining claims which we own or which we
acquire in the future prove to host viable ore bodies, we would be required to
apply for numerous government approvals in order to commence mining. All costs
to obtain the necessary government approvals would be factored into technical
and viability studies in advance of a decision being made to proceed with
development of an ore body.

The mining industry in the United States is highly regulated. We have hired
Mr. Michael H. Sandidge as a mining exploration consultant. Mr. Sandidge has
extensive industry experience and is familiar with all government regulations
respecting the initial acquisition early exploration of mining claims in Nevada.
The mining consultants who we retain have extensive industry experience and are
familiar with all government regulations respecting the initial acquisition and
early exploration of mining claims in Nevada. We are unaware of any proposed or
probable government regulations which would have a negative impact on the mining
exploration industry in Nevada. We propose to adhere strictly to the regulatory
framework which governs mining operations in Nevada.

Research and Development

We have not expended any funds on research and development activities and do
not expect to do so in the foreseeable future.

Employees

We currently have one full time employee, namely Kenneth Townsend, our
President, C.F.O. and director. The time spent by this employee on our business
is directly proportional to our level of activity on a month to month basis. Mr.
Townsend typically spends 50 to 100 hours per month on our business.

We employ Mr. Michael Sandidge as a consultant to our company. Mr. Sandidge
is a registered professional geologist in the state of Washington with a MS
degree in geology from University of Texas at El Paso and an undergraduate
degree in geology from University of Washington. His work experience includes
researching and consulting from 1982 to present. He worked on several projects
while an undergraduate and graduate student, they included investigating the
petroleum potential of the Overthrust Belt of southwestern United States and
northern Mexico, structural interpretation of the Kootenay Arc of southern
British Columbia, Canada, structural and intrusive history of the Central
Coastal Plutonic Province, western British Columbia, Canada, tectonic evaluation
and metallogenic potential of the Lake Baikal and Tien Shan regions of the
former Soviet Union, and the tectonic and metallogenic evolution of the Xolapa
Complex of southern Mexico. He worked as a consultant in both exploration and
environmental programs in Arizona (AZCO Mining Company, 200Mt Sanchez copper
deposit) and northern Mexico from 1993-1994, environmental and resource
expansion in Arizona (Phelps Dodge Corporation, Morenci Mine) in 1995, precious
metal potential of northern Argentina (Homestake/Argentina Gold Corporation) in
1996, regional reconnaissance and precious metal potential of the Maricunga Belt
and structural evaluation of the 1.2Bt Cerro Casale deposit (Bema Gold) in 1996,
project management and precious metal potential of the Andacollo Project (Sierra
La Plata Corporation) in 1997, regional platinum group minerals (PGM) evaluation
of the Kola Peninsula (Outukumpu) in 1997, epithermal precious metal potential
in Far East Russian Federation (Cyprus/AMAX/Far East Geological Institute) in
1998. Presently, Michael Sandidge is VP of Exploration for West Hawk Development
Corporation, a publicly listed, Toronto Stock Exchange Venture Exchange, based
in Vancouver, British Columbia, Canada.

On May 10, 2006 the Company entered into a six- month Consulting Agreement
with Wannigan Capital Corp. to provide assistance in its day-to-day operations.
Specifically, they assist in interaction with the Company's auditors, transfer
agent and regulatory authorities. Wannigan Capital Corp received 100,000 common
shares of the Company as remuneration.

RISK FACTORS

Much of the information included in this annual report includes or is based
upon estimates, projections or other "forward looking statements". Such forward
looking statements include any projections or estimates made by us and our
management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such estimates, projections or other "forward looking statements" involve
various risks and uncertainties as outline below. We caution the reader that
important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other "forward
looking statements".

Item 2. Description of Property

Office Premises

We operate from our offices at Suite 1128, 789 West Pender Street, Vancouver,
British Columbia, Canada. We do not own any real property or significant assets.
Office space is provided to us on a nominal rent basis by Mr. Kenneth Townsend,
our President and Director, which is recorded as "donated capital" in the amount
of $500 per month totalling $6,000 for the year. We are not a party to any
lease. It is anticipated that this arrangement will remain until we are able to
generate revenue from operations and require additional office space for new
employees. Management believes that this space will meet our needs for the
foreseeable future.

Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings against our
company, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our interest.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of our security holders either
through solicitation of proxies or otherwise in the fourth quarter of the fiscal
year ended March 31, 2006.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

There is no trading market for our common stock. There has been no trading
market to date. Management has entered into discussion with a market maker to
initiate application for a listing on the NASD OTC BB, however the company
cannot guarantee that a trading market will ever develop or if a market does
develop, that it will continue.

The Company has no outstanding options or warrants to purchase its common
shares or securities convertible into common shares of the Company.

On April 21, 2006 the Board of Directors, by unanimous consent, approved the
forward split of its common stock on a basis of 20:1 to shareholders of record
at April 30, 2006 bringing the issued and outstanding from 1,787,960 to
35,759,200.

Market Price

Our common stock is not quoted at the present time. The Securities and
Exchange Commission has adopted a rule that established the definition of a
"penny stock," as any equity security that has a market price of less than $5.00
per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt,
the rules require:

* that a broker or dealer approve a person's account for transactions in
penny stocks; and

* the broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to be
purchased.

In order to approve a person's account for transactions in penny stocks, the
broker or dealer must

* obtain financial information and investment experience and objectives of
the person; and

* make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule relating to the penny stock market, which, in
highlight form,

* sets forth the basis on which the broker or dealer made the suitability
determination; and

* that the broker or dealer received a signed, written agreement from the
investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in
both public offering and in secondary trading, and about commissions payable to
both the broker-dealer and the registered representative, current quotations for
the securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.

7,804,000 of our issued and outstanding common shares, as of June 7, 2006,
owned by non-affiliates are eligible for sale pursuant to Rule 144 under the
Securities Act of 1933. Rule 144, as currently in effect, allows a
non-affiliated person who has beneficially owned shares of a company's common
stock for at least one year to sell within any three month period a number of
shares that does not exceed the greater of:

(1) 1% of the number of shares of the subject company's common stock
        then outstanding which, in our case, will equal approximately 358,592
        shares as of the date of this registration statement; or

(2) the average weekly trading volume of the subject company's common
        stock during the four calendar weeks preceding the filing of a notice on
        Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
subject company.

Under Rule 144(k), a person who is not one of the subject company's
affiliates at any time during the three months preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years, is
entitled to sell shares without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144.

As of the date of this registration statement, June 7, 2006, persons who are
our affiliates hold 28,055,200 shares that may be sold pursuant to Rule 144
after two years from the date of purchase. Accordingly, Rule 144 applies to the
28,055,200 shares except for subparagraph (k) of Rule 144 which does not apply
to affiliate shares as described in the preceding paragraph. All shares owned by
affiliates will continue to be subject to the resale limitations imposed by Rule
144 for so long as the shareholder remains an affiliate of our company. Three
months after such persons cease to be affiliates of our company, sales may be
made after the two year period from the issue date without 144 limitations under
Rule 144(k).

Recent Sales of Unregistered Securities

On January 9, 2004, we sold and issued 544,000 shares at $0.10 per share, of
which $0.01 is for cash and $0.09 is for compensation to management, to one
subscriber. During the period September, 2003 to March, 2004, we sold 420,200
common shares at $0.10 per share to 49 subscribers under Regulation S. None of
the offerees or purchasers are U.S. persons as defined in Rule 902(k) of
Regulation S, and no sales efforts were conducted in the U.S., in accordance
with Rule 903(c). Subscribers to the offering acknowledge that the securities
purchased must come to rest outside the U.S., and the certificates contain a
legend restricting the sale of such securities until the Regulation S holding
period is satisfied in accordance with Rule 903(b)(3)(iii)(A).

On December 30, 2005, the Company issued 383,760 common shares to Kenneth G
Townsend, a director of the Company and its sole Officer in full satisfaction of
loans made to the Company. The Company also sold and issued 440,000 shares at
$0.10 to 3 subscribers under Regulation S. None of these offerees are U.S.
persons as defined in Rule 902(k) of Regulation S. On April 21, 2006 the Company
authorized the expansion of its common stock by way of a forward split of its
shares on a basis of 20:1.

Equity Compensation Plan Information

As at March 31, 2006, we did not have any compensation plans in place.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities
during the year ended March 31, 2006.

Item 6. Plan of Operation.

During the period September, 2003 to March, 2006, we obtained subscriptions
for 1,787,960 shares under Regulation S to raise proceeds of approximately
$140,421. We have received additional loan proceeds from our management of
approximately $30,000. The proceeds obtained from these financings are allowing
us to complete our stage one exploration programs on the SMH Property Prospect.
On December 30, 2005, the Company issued 383,760 common shares to Kenneth G
Townsend, a director of the Company and its sole Officer in full satisfaction of
the loans totalling $30,000 plus interest, made to the Company.

It is unlikely that we will need to raise additional funds in the next 12
months. Our existing funds will also cover our general and administrative
expenses for at least the next 12 months. In the event additional funds are
required, management will seek private placement subscriptions or will loan
additional proceeds to the Company.

Even if our company completes our planned exploration programs on the SMH
Properties and is successful in identifying a mineral deposit, the Company will
be required to spend substantial additional funds on drilling and engineering
studies before it can determine whether the mineral deposit is commercially
viable. Currently, the Company does not have the funds required to complete a
substantial drilling program and engineering studies. In the event it is unable
to raise additional funds for this work, it would be unable to proceed even if a
mineral deposit is discovered.

Exploration on the SMH Properties will be conducted in phases. We have not
yet started Phase One of our exploration program. If Stage1 results are
sufficiently encouraging, we will proceed with continued exploration in a Phase
Two program. Typically, exploration results which warrant Phase 2 work include:

* Surface geochemical sample results with values that are suggestive of a
    mineral deposit, when considered in the context of the geologic setting of
    the property.

* Geophysical anomalies that are suggestive of a mineral deposit, when
    considered in the context of the geologic setting of the property.

* Interpretation of geological results that is indicative of a favorable
    setting for a mineral deposit.

These results are usually interpreted in conjunction with current
metal-market conditions, management's corporate goals, and the potential for
Stage 2 plans to facilitate the discovery process.

Our company has incurred operating losses and will not be able to exist
indefinitely without the receipt of additional operating funds. In the view of
our company's auditors, our company requires additional funds to maintain our
operations and these conditions raise substantial doubt about our ability to
continue as a going concern.

The SMH 31-50 claims were transferred to McNab Creek Gold Corporation by
virtue of a Quitclaim Deed executed in January 2004 by Scoonover Exploration LLC
of Elko, Nevada. The claims were acquired at arm's length for consideration of
$3,500, with a 2.5% net smelter return royalty retained by Scoonover.

The SMH quitclaim (recorded in Eureka County Nevada Book 374, Page 001-003)
is included as Exhibit 10.1 to our Form 10 SB.

The Roxy 1-8 claims were transferred to McNab Creek Gold Corporation by
virtue of a Quitclaim Deed executed in July 2004 by Scoonover Exploration LLC of
Elko, Nevada. The claims were acquired at arm's length for consideration of
$3,500, with a 2.5% net smelter return royalty retained by Scoonover. Subsequent
to year end management decided to discontinue holding an interest in the Roxy
Prospect

The Roxy quitclaim (recorded in Pershing County Nevada Book 384, Page
740-742) is included as Exhibit 10.2 to our Form 10 SB.

We will not be conducting any product research or development over the next
12 months. We do not expect to purchase any plant or significant equipment over
the next 12 months.

We do not expect any significant changes in the number of our employees over
the next 12 months. Our current management team will satisfy our requirements
for the foreseeable future.

Our specific plans of operation for our exploration property is set out
below.

SMH PROPERTY - Plan of Operation

We propose to complete the first stage of our two stage exploration program
on our SMH property by the end of July of 2006. Stage two will be contingent
upon positive exploration results being obtained in stage one of our program.

Stage 1

(a) Soil and rock chip sampling to be concentrated in the vicinity of
    drill hole 93TELE 9 and on the southeast corner of the property.

> (b) VLF-EM survey to locate and define faults.

Proposed Budget

| | Soil and rock chip sampling
    including analyses, 200 samples at $20/sample | $4,000
| | ----------------------------------------------------------------------------- | ------
| | VLF-EM survey, 20 line
    kilometers at 150/km                               | 3,000 
| | Sub-total                                                                     | 7,000 
| | All 10% contingencies                                                         | 700   
| | Total                                                                         | 7,700 

Stage 2 - Contingent Upon Stage 1 Results

(a) Reverse-circulation drilling depending on the results of Stage 1.
    Deep holes of not less than 1,200 feet would be employed to explore for gold
    mineralisation beneath the Roberts Mountains Thrust.

Proposed Budget

| | Reverse-Circulation Drilling
    4800ft or 1464m at $25/metre | 36,600
| | ------------------------------------------------------------- | ------
| | Engineering and supervision                                   | 6,000 
| | Transportation, Accommodations
    and meals                  | 4,000 
| | Sub-total                                                     | 46,600
| | All 10% contingencies                                         | 4,660 
| | Total                                                         | 51,260



We have engaged Michael Sandidge P.Geo. to assess each phase of our proposed
exploration and determine whether the results warrant further work. Our company
may pay finder's fees to individuals who locate exploration properties on our
behalf. No finder's fees will be paid to any affiliated parties who may locate
exploration properties on our behalf.

If the exploration results on the Company's initial phases on its two
properties do not warrant drilling or further exploration, the Company will
suspend operations on these properties. The Company will then seek additional
exploration properties and additional funding with which to do work on the new
properties. In the event that the Company is unable to obtain additional
financing or additional properties, it may not be able to continue as a going
concern.

Management of the Company has committed up to $50,000 in loan proceeds to
ensure that the Company is able to continue its operations for at least the next
12 months.

Item 7. Financial Statements

Our audited financial statements are stated in United States dollars (US$)
and are prepared in accordance with United States Generally Accepted Accounting
Principles.

The following audited financial statements are filed as part of this annual
report:



---























MCNAB CREEK GOLD CORP.

(An exploration stage
company)





Financial Statements

(Expressed in US
Dollars)





March 31, 2006

































---







Index

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statement of Changes in Stockholders' Equity (Deficiency)

Statements of Cash Flows

Notes to the Financial Statements

---







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders and Board of Directors of McNab Creek Gold Corp.

(an exploration stage company)

We have audited the accompanying balance sheet of McNab Creek Gold Corp. (an
exploration stage company) as of March 31, 2006 and the statements of
operations, changes in stockholders' equity (deficiency) and cash flows for the
year then ended. 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 audit. The Company's financial statements as
at March 31, 2005 were audited by other auditors whose report dated June 26,
2005, included an explanatory paragraph regarding the Company's ability to
continue as a going concern.   The financial statements for the period
from February 15, 2001 (date of inception) to March 31, 2005 reflect a total net
loss of $124,878 of the related cumulative totals.  The other auditors'
reports have been furnished to us, and our opinion, insofar as it relates to
amounts included for such prior periods, is based solely on the reports of such
other auditors.



We conducted our audit in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
controls over financial reporting. Our audit included consideration of internal
controls over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal controls over financial
reporting. Accordingly, we express no such opinion. An audit also 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
audit provides a reasonable basis for our opinion.



In our opinion, these financial statements present fairly, in
all material respects, the financial position of McNab Creek Gold Corp. as of
March 31, 2006 and the results of its operations and its cash flows and the
changes in stockholders' equity (deficiency) for the year then ended in
accordance with accounting principles generally accepted in the United States of
America.



The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has not generated revenues since
inception, has incurred losses in developing its business, and further losses
are anticipated. The Company requires additional funds to meet its obligations
and the costs of its operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in this
regard are described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.







CHARTERED ACCOUNTANTS

Vancouver, Canada

June 16, 2006



---



---





|MCNAB CREEK GOLD CORP.                                                                      
|--------------------------------------------------------------------------------------------
|(An exploration stage company)                                                              
|                                                                                            
|BALANCE SHEETS                                                                              
|(Expressed in US Dollars)                                                                   
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|ASSETS                                                                                      
|                                                                                            
|Current Assets                                                                              
|Cash                                                                                        
|                                                                                            
|Equipment
    - Note 3                                                                      
|                                                                                            
|Total Assets                                                                                
|                                                                                            
|                                                                                            
|LIABILITIES
    AND STOCKHOLDERS' DEFICIENCY                                                
|                                                                                            
|Current
    Liabilities                                                                     
|Accounts payables and accrued liabilities                                                   
|Due to a director - Note 5                                                                  
|Promissory notes payable to related parties -
    Note 5                                    
|Total current liabilities                                                                   
|Stockholders' Deficiency                                                                    
|Common Stock : $0.0001 Par Value - Note 6                                                   
|Authorized : 100,000,000                                                                    
|Issued and Outstanding : 1,787,960 (2005:
    964,200)                                      
|Additional Paid In Capital                                                                  
|Donated Capital - Note 7                                                                    
|Deficit accumulated during the exploration stage                                            
|Total Stockholders' Deficiency                                                              
|                                                                                            
|Total Liabilities and Stockholders' Deficiency                                              
|                                                                                            
|Note 1 - Basis of Presentation
    and Going Concern Matters
    Note 10 - Subsequent Events
|                                                                                            
|                                                                                            
|(The accompanying notes are an integral part of these
    financial statements)             





---







|MCNAB CREEK GOLD CORP.                                                         
|-------------------------------------------------------------------------------
|(An exploration stage company)                                                 
|                                                                               
|STATEMENTS OF OPERATIONS                                                       
|(Expressed in US Dollars)                                                      
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Expenses                                                                       
|Compensation expenses                                                          
|Mineral property interests - Note 4                                            
|General and administrative                                                     
|Rent - Note 7                                                                  
|Net loss                                                                       
|                                                                               
|                                                                               
|Loss per share
    attributable to common                                      
|stockholders:                                                                  
|Basic and diluted                                                              
|                                                                               
|Weighted
    average number of                                                 
|common shares
    outstanding:                                                 
|Basic and diluted                                                              
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|(The accompanying notes are an integral part of these
    financial statements)







---









|MCNAB CREEK GOLD CORP.                                                                  
|----------------------------------------------------------------------------------------
|(An exploration stage company)                                                          
|                                                                                        
|STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)                               
|(Expressed in US Dollars)                                                               
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Issuance of common stock for
    services rendered                                      
|at $0.0001 per share, February
    16, 2001                                             
|                                                                                        
|Loss for the period                                                                     
|Cancellation of
    common stock                                                        
|                                                                                        
|Capital stock
    issued for cash                                                       
|- at $0.10                                                                              
|- at $0.10                                                                              
|                                                                                        
|Loss for the year                                                                       
|                                                                                        
|Balance, March 31, 2004                                                                 
|                                                                                        
|Loss for the
    year                                                                   
|                                                                                        
|Balance, March 31, 2005                                                                 
|                                                                                        
|Issuance of common stock for debt
    settlement
    - at $0.10 on
    December 30, 2005
|                                                                                        
|Capital stock issued for cash                                                           
|- at $0.10 from
    November 5, 2005 to December 31, 2005                               
|                                                                                        
|Donated services                                                                        
|                                                                                        
|Loss for the
    year                                                                   
|                                                                                        
|Balance, March 31, 2006                                                                 
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|(The accompanying notes are an integral part of these
    financial statements)         













---













|MCNAB CREEK GOLD CORP.                                                                                                                  
|----------------------------------------------------------------------------------------------------------------------------------------
|(An exploration stage company)                                                                                                          
|                                                                                                                                        
|STATEMENTS OF CASH FLOWS                                                                                                                
|(Expressed in US Dollars)                                                                                                               
|                                                                                                                                        
|                                                                                                                                        
|                                                                                                                                        
|                                                                                                                                        
|Cash flows
    from operating activities                                                                                                
|Net loss                                                                                                                                
|Amounts not involving cash:                                                                                                             
|- Amortization                                                                                                                          
|- Compensation expense                                                                                                                  
|- Donated service                                                                                                                       
|- Shares issued for services                                                                                                            
|                                                                                                                                        
|Changes in non-cash working capital items:                                                                                              
|- Accounts payable and accrued liabilities                                                                                              
|- Due to director                                                                                                                       
|Net cash used in operating activities                                                                                                   
|                                                                                                                                        
|Cash flows
    from investing activities                                                                                                
|Additions to equipment                                                                                                                  
|Net cash flows used in investing activities                                                                                             
|                                                                                                                                        
|Cash flows
    from financing activities                                                                                                
|Proceeds from the issuance of common stock                                                                                              
|Proceeds from the issuance of promissory notes                                                                                          
|Net cash flows provided by financing activities                                                                                         
|                                                                                                                                        
|Increase
    (decrease) in cash                                                                                                         
|                                                                                                                                        
|Cash -
    beginning of year                                                                                                            
|                                                                                                                                        
|Cash - end of year                                                                                                                      
|                                                                                                                                        
|Supplementary
    cash flow information:                                                                                                
|During the
    current year, the Company settled indebtedness of $38,376 through the
    issuance of 383,760 common shares at a price of
|$0.10 per share -
    Note 5.                                                                                                           
|                                                                                                                                        
|Cash paid for interest                                                                                                                  
|Cash paid for income taxes                                                                                                              
|                                                                                                                                        
|                                                                                                                                        
|                                                                                                                                        
|                                                                                                                                        
|(The accompanying notes are an integral part of these
    financial statements)                                                         



---



MCNAB CREEK GOLD CORP.

(An exploration stage
company)





NOTES TO THE FINANCIAL
STATEMENTS

March 31, 2006

(Expressed in US
  Dollars)




1. Nature and Continuance of Operations

> The Company was formed on February 15, 2001 under the laws
>   of the State of Nevada, USA and commenced operations at that time. The
>   Company's mineral interests are in the exploration stage.
>   The financial statements are presented in US dollars and
>   have been prepared by management in accordance with generally accepted
>   accounting principles in the United States ("US GAAP") on a going concern
>   basis, which contemplates the realization of assets and the discharge of
>   liabilities in the normal course of business for the foreseeable future.
>   The Company has incurred a loss of $109,536 (2005: $43,381)
>   during the year ended March 31, 2006 and at March 31, 2006 has an accumulated
>   deficit of $234,414 (2005: $124,878) and a working capital deficiency of
>   $47,567 (2005: $26,465).  The ability of the Company to continue as a going
>   concern is uncertain and dependant upon achieving a profitable level of
>   operations and on the ability of the Company to obtain necessary financing to
>   fund ongoing operations.  The outcome of these matters cannot be predicted at
>   this time.
>   These financial statements do not give effect to any
>   adjustments which would be necessary should the Company be unable to continue
>   as a going concern and therefore be required to realize its assets and
>   discharge its liabilities in other than the normal course of business and at
>   amounts different from those reflected in the accompanying financial
>   statements.
>   The Company has not generated any operating revenues to date. Management
>   believes that the Company has adequate funds to carry on operations for the
>   upcoming fiscal year but intends to obtain additional funding by borrowing
>   from directors and officers, who have agreed to contribute up to $50,000 as
>   non-interest bearing loans, and through private placements.



2. Significant Accounting Policies

(a)    Principles of Accounting

> These financials statements are stated in US dollars and
>   have been prepared in accordance with US GAAP.



(b)    Mineral Property Interests

> 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". If mineral properties are subsequently
>   abandoned or otherwise determined by management to be impaired, any
>   capitalized costs will be charged to operations.



---



MCNAB CREEK GOLD CORP.

(An exploration stage
company)





NOTES TO THE FINANCIAL
STATEMENTS

March 31, 2006

(Expressed in US
  Dollars)


2. Significant Accounting Policies (cont'd. . .)

(c) Accounting Estimates



> The preparation of financial statements in conformity with
>   US GAAP 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.  Actual results
>   could differ from those estimates and assumptions.reported amounts of revenues
>   and expenses during the reporting period.  Actual results could differ from
>   those estimates and assumptions.



(d) Loss per Share



> Loss per share is computed using the weighted average
>   number of shares outstanding during the period.  Diluted loss per share is
>   equivalent to basic loss per share because there are no dilutive securities.



(e) Foreign Currency Translations



> The Company considers the US dollar as its functional
>   currency.
>   
>   At the transaction date, each asset, liability, revenue and
>   expense is translated into US dollar equivalents by the use of the exchange
>   rate in effect at that date.  At year end, monetary assets and liabilities are
>   re-measured by using the exchange rate in effect at that date.  The resulting
>   foreign exchange gains and losses are included in operations.



(f) Equipment



> Equipment consists of computer equipment, which is recorded
>   at cost and is depreciated using the declining balance method at a rate of 30%
>   per annum.



(g) Fair Value of Financial Instruments



> Fair value estimates of financial instruments are made at a
>   specific point in time, based on relevant information about financial markets
>   and specific financial instruments.  As these estimates are subjective in
>   nature, involving uncertainties and matters of significant judgment, they
>   cannot be determined with precision.  Changes in assumptions can significantly
>   affect estimated fair values.



> The respective carrying value of certain on-balance-sheet
>   financial instruments approximated their fair value. These financial
>   instruments include cash, accounts payable and accrued liabilities and due to
>   a director. Fair values were assumed to approximate carrying values for these
>   financial instruments, since they are short term in nature.  Management is of
>   the opinion

---

MCNAB CREEK GOLD CORP.

(An exploration stage
company)





NOTES TO THE FINANCIAL
STATEMENTS

March 31, 2006

(Expressed in US
  Dollars)


2. Significant Accounting Policies (cont'd. . .)

(g) Fair Value of Financial Instruments (cont'd. . .)



> that the Company is not exposed to significant interest or
>   credit risks arising from these financial instruments.  The Company is
>   operating outside of the United States of America and has exposure to foreign
>   currency risk due to the fluctuation of the currency in which the Company
>   operates and the US dollars. The Company does not use any hedging instruments.



(h) Income Taxes



> The Company recognizes deferred tax liabilities and assets
>   for the expected future tax consequences of events that have been recognized
>   in the Company's financial statements or tax returns using the liability
>   method.  Under this method, deferred tax liabilities and assets are determined
>   based on the temporary differences between the financial statement and tax
>   bases of assets and liabilities using enacted tax rates in effect in the years
>   in which the differences are expected to reverse.



(i) Long-Lived Assets Impairment



> The carrying value of long-lived assets with fixed or
>   determinable lives are reviewed for impairment whenever events or changes in
>   circumstances indicate the recoverable value may be less than the carrying
>   amount. Recoverable value determinations are based on management's estimates
>   of undiscounted future net cash flows expected to be recovered from specific
>   assets or groups of assets through use or future disposition. Impairment
>   charges are recorded in the period in which determination of impairment is
>   made by management.
>   
>   Assets with indefinite or indeterminable lives are not
>   amortized and are reviewed for impairment on a reporting basis using fair
>   value determinations through management's estimate of recoverable value.



(j) Asset Retirement Obligations



> The Company recognizes a liability for future retirement
>   obligations associated with the Company's mineral properties.  The estimated
>   fair value of the assets retirement obligation is based on the current cost
>   escalated at an inflation rate and discounted at a credit adjusted rate.  This
>   liability is capitalized as part of the cost of the related asset and
>   amortized over its productive life.  The liability accretes until the Company
>   settles the obligation.  As of March 31, 2006 and 2005, the Company had no
>   asset retirement obligation.



(k) Stock-based Compensation



> In December 2004, the FASB issued SFAS No. 123R,
>   "Share-Based Payment", which replaced SFAS No. 123, "Accounting for
>   Stock-Based Compensation" and superseded APB Opinion No. 25, "Accounting for
>   Stock Issued to Employees". In January 2005, the Securities and Exchange
>   Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 107,
>   "Share-Based Payment",

---

MCNAB CREEK GOLD CORP.

(An exploration stage
company)





NOTES TO THE FINANCIAL
STATEMENTS

March 31, 2006

(Expressed in US
  Dollars)


2. Significant Accounting Policies (cont'd. . .)

(k) Stock-based Compensation (cont'd. . .)

> which provides supplemental implementation guidance for
>   SFAS No. 123R. SFAS No. 123R requires all share-based payments to employees,
>   including grants of employee stock options, to be recognized in the financial
>   statements based on the grant date fair value of the award. SFAS No. 123R was
>   to be effective for interim or annual reporting periods beginning on or after
>   June 15, 2005, but in April 2005 the SEC issued a rule that will permit most
>   registrants to implement SFAS No. 123R at the beginning of their next fiscal
>   year, instead of the next reporting period as required by SFAS No. 123R. The
>   pro-forma disclosures previously permitted under SFAS No. 123 no longer will
>   be an alternative to financial statement recognition. Under SFAS No. 123R, the
>   Company must determine the appropriate fair value model to be used for valuing
>   share-based payments, the amortization method for compensation cost and the
>   transition method to be used at date of adoption. The transition provisions
>   include prospective and retroactive adoption methods. Under the retroactive
>   method, prior periods may be restated either as of the beginning of the year
>   of adoption or for all periods presented. The prospective method requires that
>   compensation expense be recorded for all unvested stock options and restricted
>   stock at the beginning of the first quarter of adoption of SFAS No. 123R,
>   while the retroactive methods would record compensation expense for all
>   unvested stock options and restricted stock beginning with the first period
>   restated. The Company has adopted the requirements of SFAS No. 123R which did
>   not have any impact on the financial statements as, to date, the Company has
>   not granted any stock options or any other share based payments..
>   
>   The Company accounts for equity instruments issued in
>   exchange for the receipt of goods or services from other than employees in
>   accordance with SFAS No. 123 and the conclusions reached by the Emerging
>   Issues Task Force in Issue No. 96-18, "Accounting for Equity Instruments That
>   Are Issued to Other Than Employees for Acquiring or in Conjunction with
>   Selling Goods or Services" ("EITF 96-18").  Costs are measured at the
>   estimated fair market value of the consideration received or the estimated
>   fair value of the equity instruments issued, whichever is more reliably
>   measurable.  The value of equity instruments issued for consideration
>   other than employee services is determined on the earlier of a performance
>   commitment or completion of performance by the provider of goods or services
>   as defined by EITF 96-18.



(l) Risk management:



> Environmental risk:
>   
>   The Company is engaged in mineral exploration and
>   development and is accordingly exposed to environmental risks associated with
>   mineral exploration activity. The Company is currently in the initial
>   exploration stages on its property interests and has not determined whether
>   significant site reclamation costs will be required. The Company would only
>   record liabilities for site reclamation when reasonably determinable and when
>   such costs can be reliably quantified.

---

MCNAB CREEK GOLD CORP.

(An exploration stage
company)





NOTES TO THE FINANCIAL
STATEMENTS

March 31, 2006

(Expressed in US
  Dollars)


2. Significant Accounting Policies (cont'd. . .)

(l) Risk management (cont'd. . .):



> Interest rate and credit risk:
>   
>   The Company is not exposed to significant interest rate or
>   credit risk.



(m) Recent Accounting Pronouncements



> In May 2005, the FASB issued SFAS No. 154,
>   "Accounting for Changes and Error Corrections - A Replacement of APB Opinion
>   No. 20 and FASB Statement No. 3". Under the provisions of SFAS No. 154, a
>   voluntary change in accounting principle requires retrospective application to
>   prior period financial statements, unless it is impracticable to determine
>   either the period-specific effects or the cumulative effect of the change. A
>   change in depreciation, amortization, or depletion method for long-lived,
>   non-financial assets must be accounted for as a change in accounting estimate
>   affected by a change in accounting principle. The guidance contained in APB
>   No. 20 for reporting the correction of an error in previously issued financial
>   statements and a change in accounting estimate was not changed. The Company
>   implemented this new standard beginning January 1, 2006. This standard is not
>   expected to have a significant effect on the Company's future reported
>   financial position or results of operations.
>   
>   In March 2005, the FASB issued FASB Interpretation ("FIN")
>   No. 47, "Accounting for Conditional Asset Retirement Obligations". Under the
>   provisions of FIN No. 47, the term conditional asset retirement obligation as
>   used in SFAS No. 143, "Accounting for Asset Retirement Obligations", refers to
>   a legal obligation to perform an asset retirement activity in which the timing
>   and/or method of settlement are conditional on a future event that may or may
>   not be within the control of the entity while the obligation to perform the
>   asset retirement activity is unconditional. Accordingly, an entity is required
>   to recognize a liability for the fair value of a conditional asset retirement
>   obligation if the fair value of the liability can be reasonably estimated. The
>   fair value of a liability for the conditional asset retirement obligation is
>   required to be recognized when incurred - generally upon acquisition,
>   construction, or development and/or through the normal operation of the asset.
>   The Company has adopted FIN No. 47 as of December 31, 2005. Adoption of this
>   pronouncement did not have a significant effect on the 2005 financial
>   statements, and management does not expect this pronouncement to have a
>   significant effect on the Company's future reported financial position or
>   earnings.
>   
>   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
>   remeasurement 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

---

MCNAB CREEK GOLD CORP.

(An exploration stage
company)





NOTES TO THE FINANCIAL
STATEMENTS

March 31, 2006

(Expressed in US
  Dollars)


2. Significant Accounting Policies (cont'd. . .)

(m) Recent Accounting Pronouncements (cont'd. . .)

> entity's first fiscal year that begins after September 15,
>   2006, with earlier application allowed. This standard is not expected to have
>   a significant 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.  This adoption of this statement is not
>   expected to have a significant effect on the Company's future reported
>   financial position or results of operations.



3.    Equipment



|      |                          |                |  |       |                          |               
|----- | ------------------------ | -------------- |  | ----- | ------------------------ | --------------
|2006  |                          | 2005          
|      |                          |                |  |       |                          |               
|Cost  | Accumulated Amortization | Net Book Value |  | Cost  | Accumulated Amortization | Net Book Value
|      |                          |                |  |       |                          |               
|$ 432 | $ 233                    | $ 199          |  | $ 432 | $ 175                    | $ 257         





4.    Mineral Property Interests



A summary of acquisition and exploration costs is as
    follows:

> 2006
>         
>         2005Acquisition
>         $ -
>         
>         $ 3,500Assays
>         2,103
>         
>         -Consulting
>         fees
>         11,300
>         
>         -Supplies
>         430
>         
>         250Travel
>         3,227
>         
>         -$ 17,060
>         
>         $ 3,750

---

MCNAB CREEK GOLD CORP.

(An exploration stage
company)





NOTES TO THE FINANCIAL
STATEMENTS

March 31, 2006

(Expressed in US
  Dollars)




4. Mineral Property Interests (cont'd. . .)



> During the year ended March 31, 2004, the Company acquired
>   certain mineral claim units located in Eureka County, Nevada for $3,500. This
>   amount was determined to be impaired in 2004. The mineral claims are subject
>   to a production royalty of 2.5% of net smelter returns ("NSR").
>   
>   During the year ended March 31, 2005, the Company acquired
>   certain mineral claim units located in Pershing County, Nevada for $3,500.
>   This amount was determined to be impaired in 2005. The mineral claims are
>   subject to a production royalty of 2.5% NSR. Subsequent to year end,
>   management decided to discontinue holding an interest in these claims.

5. Due to Director and Promissory Notes Payable

> The amount due to a director of $13,030 (2005: $4,544) is
>   unsecured, non-interest bearing and has no specific terms for repayment.
>   
>   The promissory notes payable is comprised of the following:

> 2006
>         
>         2005Promissory
>         note payable to a director of the Company, unsecured, interest at 8% per
>         annum, due January 9, 2006
>         $ -
>         
>         $ 10,000Promissory
>         note payable to a director of the Company, unsecured, interest at 8% per
>         annum, due March 19, 2006
>         -
>         
>         20,000$ -
>         
>         $ 30,000

As at March 31, 2006, accrued interest of $Nil (2005:
  $2,632) is included in accounts payable.



During the current year, the Company issued 383,760 shares
  of common stock at a price of $0.10 per share to settle indebtedness in the
  amount $38,376 comprised of amount due to a director of $4,544, promissory
  notes payable of $30,000 and accrued interest of $3,832.



6. Common Stock



> During the year ended March 31, 2006, the Company issued
>   440,000 shares of common stock at a price of $0.10 per share for total
>   proceeds of $44,000. The Company also issued 383,760 shares of common stock at
>   a price of $0.10 per share to settle indebtedness in the amount of $38,376
>   (Note 5).

During the year ended March 31, 2005, the Company did not
  issue any shares of common stock.

---

MCNAB CREEK GOLD CORP.

(An exploration stage
company)





NOTES TO THE FINANCIAL
STATEMENTS

March 31, 2006

(Expressed in US
  Dollars)


6. Common Stock (cont'd. . .)

> Common shares
>   
>   
>   The common shares of the Company are all of the same class,
>   are voting and entitle stockholders to receive dividends. Upon liquidation or
>   wind-up, stockholders are entitled to participate equally with respect to any
>   distribution of net assets or any dividends which may be declared.
>   
>   Additional paid-in capital
>   
>   
>   The excess of proceeds received for shares of common stock
>   over their par value of $0.0001, less share issue costs, is credited to
>   additional paid-in capital.



7. Donated Capital



> The Company records transactions of commercial substance
>   with related parties at fair value as determined with management. The Company
>   recognized donated services to officers of the Company for rent, valued at
>   $500 per month, totalling $6,000 at March 31, 2006 (2005: $Nil).

8. Segmented Information

> The Company's business is operating in one segment, being
>   the locating and exploration of mineral properties, and in one geographical
>   area, the USA.

9. Income Taxes

> As at March 31, 2006, the Company has estimated net
>   operating losses carryforward for tax purposes of $234,000, which will expire
>   starting 2022 through 2026. This amount may be applied against future federal
>   taxable income. The Company evaluates its valuation allowance requirements on
>   an annual basis based on projected future operations. When circumstances
>   change and this causes a change in management's judgment about the
>   realizability of deferred tax assets, the impact of the change on the
>   valuation allowance is generally reflected in current income.
>   The tax effects of temporary differences that give rise to
>   the Company's deferred tax asset are as follows:

> 2006
>         
>         2005Tax loss
>         carryforwards
>         $ 35,000
>         
>         $ 27,000Valuation
>         allowance
>         (35,000)
>         
>         (27,000)Net future tax assets
>         $ -
>         
>         $ -



---

MCNAB CREEK GOLD CORP.

(An exploration stage
company)





NOTES TO THE FINANCIAL
STATEMENTS

March 31, 2006

(Expressed in US
  Dollars)




10. Subsequent Events

> Subsequent to March 31, 2006, the Company entered into the following
>   transactions:

(a) The Company completed a forward split of its common
shares on a 20:1 basis as of April 30, 2006.



(b) The Company retained Wannigan Capital Corp. ("Wannigan")
to provide consulting services. The Company will issue Wannigan 100,000 (post
forward split) of its $0.0001 par value common shares as compensation, once the
forward split has been completed.



(c) The Company received $44,290 as advance proceeds towards
the issuance of 442,900 (post forward split) shares of common stock at a price
of $0.10 per share.

---









Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

McNab Creek Gold Corp. (the "Registrant") has engaged new auditors as its
independent accountants to audit its financial statements.  The Registrant's
board of directors dismissed the former auditors and approved the change of
auditors to Dale Matheson Carr-Hilton Labonte, Chartered Accountants effective
on March 13, 2006.

During the years ended March 31, 2004, March 31, 2005, for the nine month
period ended December 31, 2005 and for the period January 1, 2006 to March 13,
2006, there were no disagreements with the Registrant's former accountants,
Ernst & Young LLP, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.



Item 8A. Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, as of the end of the
period covered by this report, being March 31, 2006, we have carried out an
evaluation of the effectiveness of the design and operation of our company's
disclosure controls and procedures. This evaluation was carried out under the
supervision and with the participation of our management, including our
president and chief executive officer. Based upon that evaluation, our president
and chief executive officer concluded that our disclosure controls and
procedures are effective as of the end of the period covered by this report.
There have been no significant changes in our internal controls over financial
reporting that occurred during our most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect our internal
controls over financial reporting.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our company's
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to management, including our president and chief
executive officer as appropriate, to allow timely decisions regarding required
disclosure.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;

Compliance with Section 16(a) of the Exchange Act.

All directors of our company hold office until the next annual meeting of the
stockholders or until their successors have been elected and qualified. The
officers of our company are appointed by our board of directors and hold office
until their death, resignation or removal from office. Our directors, executive
officers and significant employees, their ages, positions held, and duration as
such, are as follows:

|Name                   | Position HeldWith the
    Company                     | Age | Date First Elected or
    Appointed
|---------------------- | ----------------------------------------------------- | --- | -----------------------------------
|Kenneth G. Townsend    | President, C.E.O., C.F.O.,
    Secretary and Director | 71  | August 11, 2003                    
|Christopher R. Verrico | Director                                              | 48  | February 11, 2005                  

Business Experience

The following is a brief account of the education and business experience
during at least the past five years of each director, executive officer and key
employee, indicating the principal occupation during that period, and the name
and principal business of the organization in which such occupation and
employment were carried out.



Kenneth G. Townsend - President, C.E.O., C.F.O., Secretary and Director

Mr. Townsend was appointed to his positions with our company on August 11,
2003. Mr. Townsend has been employed full time in this capacity. For the period
May, 1994 through August, 2003, Mr. Townsend was a franchise owner and
distributor for Ecofuel Diesel Saver in the Provinces of British Columbia and
Alberta. Mr. Townsend is not an officer or director of any other publicly listed
companies.

Christopher R. Verrico - Director

Mr. Verrico was appointed a director of our company on February 11, 2005.
During the period 2003 to 2004, Mr. Verrico was employed as project manager and
superintendent with JJM Construction Ltd. of Delta, British Columbia. Mr.
Verrico was principally responsible for managing utility and road improvement
projects operated by JJM Construction Ltd. for the Municipalities of Richmond,
Surrey and North Vancouver. During the period 1995 to 2003, Mr. Verrico was
President of Mopass Ventures Ltd. Mopass Ventures Ltd. was Mr. Verrico's private
operating company and through this company, Mr. Verrico participated as a
contract consultant to Cumberland Resources and Candente Resource Corp. in the
development and construction of a new exploration base camp in the Canadian
Arctic for a gold mining operation. Mr. Verrico has extensive experience in the
civil/heavy-industrial construction and mining industry. Mr. Verrico is not an
officer or director of any other publicly traded companies.

Family Relationships

There are no family relationships among our directors and officers

Board and Committee Meetings

The Board of Directors of the Company held informal meetings during the year
ended March 31, 2006. All proceedings of the Board of Directors were conducted
by resolutions consented to in writing by all the directors and filed with the
minutes of the proceedings of the directors. Such resolutions consented to in
writing by the directors entitled to vote on that resolution at a meeting of the
directors are, according to the Nevada General Corporate Law and the By-laws of
the Company, as valid and effective as if they had been passed at a meeting of
the directors duly called and held.

For the year ended March 31, 2006 our only standing committee of the Board of
Directors was our audit committee.

Audit Committee

Currently our audit committee consists of our entire Board of Directors. We
currently do not have nominating, compensation committees or committees
performing similar functions. There has not been any defined policy or procedure
requirements for shareholders to submit recommendations or nomination for
directors.

During fiscal 2005/2006, there were informal meetings held by this Committee.
The business of the Audit Committee was conducted by resolutions consented to in
writing by all the members and filed with the minutes of the proceedings of the
Audit Committee.

Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its
audit committee that qualifies as an "audit committee financial expert" as
defined in Item 401(e) of Regulation S-B, and is "independent" as the term is
used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of
1934, as amended.

We believe that the members of our board of directors are collectively
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. In addition, we
believe that retaining an independent director who would qualify as an "audit
committee financial expert" would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated any material revenues to date.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved
in any of the following events during the past five years:

1. any bankruptcy petition filed by or against any business of which such
    person was a general partner or executive officer either at the time of the
    bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending
    criminal proceeding (excluding traffic violations and other minor offences);

3. being subject to any order, judgment, or decree, not subsequently
    reversed, suspended or vacated, of any court of competent jurisdiction,
    permanently or temporarily enjoining, barring, suspending or otherwise
    limiting his involvement in any type of business, securities or banking
    activities; or

4. being found by a court of competent jurisdiction (in a civil action),
    the Commission or the Commodity Futures Trading Commission to have violated
    a federal or state securities or commodities law, and the judgment has not
    been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers
and directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of those
filings. Based solely on our review of the copies of such forms received by us,
or written representations from certain reporting persons, we believe that
during fiscal year ended March 31, 2006, all filing requirements applicable to
its officers, directors and greater than 10% percent beneficial owners were
complied with.

Code of Ethics

Effective June 1, 2005, our company's board of directors adopted a Code of
Business Conduct and Ethics that applies to, among other persons, our company's
President and Secretary (being our principal executive officer, principal
financial officer and principal accounting officer), as well as persons
performing similar functions. As adopted, our Code of Business Conduct and
Ethics sets forth written standards that are designed to deter wrongdoing and to
promote:

1. honest and ethical conduct, including the ethical handling of actual
    or apparent conflicts of interest between personal and professional
    relationships;

2. full, fair, accurate, timely, and understandable disclosure in reports
    and documents that we file with, or submit to, the Securities and Exchange
    Commission and in other public communications made by us;

3. compliance with applicable governmental laws, rules and regulations;

4. the prompt internal reporting of violations of the Code of Business
    Conduct and Ethics to an appropriate person or persons identified in the
    Code of Business Conduct and Ethics; and

5. accountability for adherence to the Code of Business Conduct and
    Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that
all of our company's Senior Officers commit to timely, accurate and consistent
disclosure of information; that they maintain confidential information; and that
they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all
employees, and particularly Senior Officers, have a responsibility for
maintaining financial integrity within our company, consistent with generally
accepted accounting principles, and federal and state securities laws. Any
Senior Officer who becomes aware of any incidents involving financial or
accounting manipulation or other irregularities, whether by witnessing the
incident or being told of it, must report it to our company. Any failure to
report such inappropriate or irregular conduct of others is to be treated as a
severe disciplinary matter. It is against our company policy to retaliate
against any individual who reports in good faith the violation or potential
violation of our company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics is filed with the Securities and
Exchange Commission as Exhibit 14.1 to our annual report. We will provide a copy
of the Code of Business Conduct and Ethics to any person without charge, upon
request. Requests can be sent to: McNab Creek Gold Corp., Suite 1128, 789 West
Pender Street, Vancouver, B.C., V6C 1H2.

Item 10. Executive Compensation

No other executive officer of our company received annual salary and bonus in
excess of $100,000 for the year ended March 31, 2006.

|SUMMARY
    COMPENSATION TABLE                                                
|------------------------------------------------------------------------------
|                                                                              
|                                                                              
|(a)                                                                           
|Name and Principle
    Position                                               
|Kenneth G. Townsend,
    President, C.E.O., C.F.O.,
    Secretary and Director
|E.L. Hunsaker III,
    Director                                               
|Christopher R. Verrico,
    Director                                          

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers, except that our directors
and executive officers may receive stock options at the discretion of our board
of directors. We do not have any material bonus or profit sharing plans pursuant
to which cash or non-cash compensation is or may be paid to our directors or
executive officers, except that stock options may be granted at the discretion
of our board of directors.

We have no plans or arrangements in respect of remuneration received or that
may be received by our executive officers to compensate such officers in the
event of termination of employment (as a result of resignation, retirement,
change of control) or a change of responsibilities following a change of
control, where the value of such compensation exceeds $60,000 per executive
officer.

Compensation Of Directors

We reimburse our directors for expenses incurred in connection with attending
board meetings. We did not pay director's fees or other cash compensation for
services rendered as a director in the year ended March 31, 2006.

We have no formal plan for compensating our directors for their service in
their capacity as directors, although such directors are expected in the future
to receive stock options to purchase common shares as awarded by our board of
directors or (as to future stock options) a compensation committee which may be
established. Directors are entitled to reimbursement for reasonable travel and
other out-of-pocket expenses incurred in connection with attendance at meetings
of our board of directors. Our board of directors may award special remuneration
to any director undertaking any special services on our behalf other than
services ordinarily required of a director. No director received and/or accrued
any compensation for their services as a director, including committee
participation and/or special assignments.

Employment Contracts

During the period ended March 31, 2006, we paid consulting fees of $nil for
consulting services to our company.

On May 10, 2006 the Company entered into a six- month Consulting Agreement
with Wannigan Capital Corp. to provide assistance in its day-to-day operations.
Specifically, they assist in interaction with the Company's auditors, transfer
agent and regulatory authorities. Wannigan Capital Corp received $100,000 common
shares of the Company as remuneration.

There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers. Our directors and
executive officers may receive stock options at the discretion of our board of
directors in the future. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors.

We have no plans or arrangements in respect of remuneration received or that
may be received by our executive officers to compensate such officers in the
event of termination of employment (as a result of resignation, retirement,
change of control) or a change of responsibilities following a change of
control, where the value of such compensation exceeds $60,000 per executive
officer.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

The following table sets forth, as of June 7, 2006 certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock, except
as otherwise indicated. Beneficial ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated.



|Title of Class | Name and Address
    of Beneficial Owner                                                      | Amount and Nature
    of Beneficial Owner | Percent
    of Class
|-------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------- | --------------------
|Common         | Kenneth G. Townsend
    Director
    2028 West 53rd Avenue
    Vancouver, B.C.
    V6P 1L4    | 20,155,200 shares
    Direct Ownership    | 56.20%              
|Common         | Christopher R. Verrico
    Director
    6511 Granville Street
    Vancouver, B.C.
    V6C 1L6 | No shares held                            | 0%                  



Changes in Control

We are unaware of any contract or other arrangement the operation of which
may at a subsequent date result in a change in control of our company.

Item 12. Certain Relationships and Related Transactions

In fiscal year 2004, our company paid $1,852 to our director, Mr. Kenneth
Townsend, and $4,000 in management fees to Mr. Michael Townsend. Mr. Michael
Townsend is the son of Mr. Kenneth Townsend.

The Company has issued two promissory notes payable to Mr. Kenneth Townsend,
a director of our company. The first promissory note is unsecured and bears
interest at 8% per annum. This note is for $10,000 and is due January 9, 2006.
The second promissory note has also been issued to Mr. Kenneth Townsend, is
unsecured and bears interest at 8% per annum. This note is for $20,000 and is
due March 19, 2006. On December 30, 2005, the Company issued 383,760 common
shares to Kenneth G Townsend, a director of the Company and its sole Officer in
full satisfaction of all loans made to the Company.

The Company's acquisition of its SMH Property were negotiated at arm's length
with Mr. E.L. Hunsaker III before he became a director of the Company. However,
in view of a potential conflict of interest in Mr. Hunsaker remaining as a
director of the Company, he has resigned his position as a director of the
Company and has been replaced by Mr. Christopher R. Verrico.

The SMH 31-50 claims were transferred to McNab Creek Gold Corporation by
virtue of a Quitclaim Deed executed in January 2004 by Scoonover Exploration LLC
of Elko, Nevada. E.L. Hunsaker III, is a managing member of Scoonover
Exploration LLC (Scoonover Exploration a Nevada Limited Liability Company). 
The claims were acquired for the consideration of $3,500; with a 2.5% net
smelter return royalty retained by Scoonover (the 2.5% net smelter return
royalty was sold to Golden Patriot Corp., of which E.L. Hunsaker III is also a
director). The SMH quitclaim is recorded in Eureka County Nevada Book 374, Page
001-003.

The Roxy 1-8 claims were transferred to McNab Creek Gold Corporation by
virtue of a Quitclaim Deed executed in July 2004 by Scoonover Exploration LLC of
Elko, Nevada. E.L. Hunsaker III, is a managing member of Scoonover Exploration
LLC (Scoonover Exploration a Nevada Limited Liability Company).  The claims
were acquired for the consideration of $3,500; with a 2.5% net smelter return
royalty retained by Scoonover (the 2.5% net smelter return royalty was sold to
Golden Patriot Corp., of which E.L. Hunsaker III is also a director). The Roxy
quitclaim is recorded in Pershing County Nevada Book 384, Page 740-742.
Subsequent to year end management decided to discontinue holding an interest in
the Roxy Prospect

Item 13. Exhibits

Exhibits required by Item 601 of Regulation S-B:

|ExhibitNumber | Description                                                                                           
|------------- | ------------------------------------------------------------------------------------------------------
|(3)           | (i) Articles of
    Incorporation; and (ii) Bylaws                                                    
|3.1           | Articles of Incorporation
    (incorporated by reference from our Form 10-SB filed on August 25, 2004)
|3.2           | Bylaws (incorporated by
    reference from our Form 10-SB filed on August 25, 2004)                   
|(14)          | Code of Ethics                                                                                        
|14.1*         | Code of Business Conduct and
    Ethics                                                               
|(31)          | Rule 13a-14(a)/15d-14(a)
    Certifications                                                           
|31.1*         | Section 302 Certification under
    Sarbanes-Oxley Act of 2002 of Kenneth G. Townsend                 
|(32)          | Section 1350 Certifications                                                                           
|32.1*         | Section 906 Certification under
    Sarbanes-Oxley Act of 2002                                        

* Filed herewith.

Item 14. Principal Accountant

The Company's board of directors dismissed the former auditors and approved
the change of auditors to Dale Matheson Carr-Hilton Labonte, Chartered
Accountants effective on March 13, 2006.

During the years ended March 31, 2004, March 31, 2005, for the nine month
period ended December 31, 2005 and for the period January 1, 2006 to March 13,
2006, there were no disagreements with the Registrant's former accountants,
Ernst & Young LLP, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.

We do not use Dale Matheson Carr-Hilton Labonte for financial information
system design and implementation. These services, which include designing or
implementing a system that aggregates source data underlying the financial
statements or generates information that is significant to our financial
statements, are provided internally or by other service providers. We do not
engage Dale Matheson Carr-Hilton Labonte to provide compliance outsourcing
services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules
that require that before Dale Matheson Carr-Hilton Labonte is engaged by us to
render any auditing or permitted non-audit related service, the engagement be:

- approved by our audit committee (which consists of our entire board
        of directors); or

- entered into pursuant to pre-approval policies and procedures
        established by the board of directors, provided the policies and
        procedures are detailed as to the particular service, the board of
        directors is informed of each service, and such policies and procedures
        do not include delegation of the board of directors' responsibilities to
        management.

The board of directors pre-approves all services provided by our independent
auditors. All of the above services were reviewed and approved by the board of
directors either before or after the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by
Dale Matheson Carr-Hilton Labonte and believes that the provision of services
for activities unrelated to the audit is compatible with maintaining Dale
Matheson Carr-Hilton Labonte's independence.

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.

MCNAB CREEK GOLD CORP.





Dated: May 25, 2007                                                
Per: /s/Kenneth G. Townsend

Kenneth G. Townsend,

President, C.E.O., C.F.O., Secretary

and Director (Principal Executive Officer)



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





Dated: May 25, 2007                                                            
Per: /s/Kenneth G. Townsend

Kenneth G. Townsend,

President, C.E.O., C.F.O., Secretary

and Director (Principal Executive Officer)