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, 2005



[   ]

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, 2005 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)





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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.



964,200 common shares issued and outstanding as of June 26, 2005.



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__







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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 and our mineral interests in the Roxy Prospect located in Pershing County, Nevada.  We will be exploring these 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.



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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



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·

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     | NMC856514        
|SMH 32     | NMC856515        
|SMH 33     | NMC856516        
|SMH 34     | NMC856517        
|SMH 35     | NMC856518        
|SMH 36     | NMC856519        
|SMH 37     | NMC856520        
|SMH 38     | NMC856521        
|SMH 39     | NMC856522        
|SMH 40     | NMC856523        
|SMH 41     | NMC856524        
|SMH 42     | NMC856525        
|SMH 43     | NMC856526        
|SMH 44     | NMC856527        
|SMH 45     | NMC856528        
|SMH 46     | NMC856529        
|SMH 47     | NMC856530        
|SMH 48     | NMC856531        
|SMH 49     | NMC856532        
|SMH 50     | NMC856533        



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



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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.





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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.



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."



At the Roxy Property, there exist a few historic workings of unknown age (Pre-1930).  The most extensive occur on the northern end of the outcropping vein, where three or so adits follow the strike of the vein.  A shaft sunk above the adits appears to access the upper reaches of the vein above the adits.  Approximately 1,100 feet to the south, another adit, driven west from 300 feet east of the vein, failed to intersect the mineralized vein system.



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.  Regional mapping by Johnson (1977) does not reveal the limestone units; however, this limestone is the principal host to the quartz-carbonate, gold-silver veins at the Roxy Property.



Mineralization and Geochemistry



Principally silver and minor gold mineralization at the Roxy Property occurs within epithermal quartz-carbonate veins and stock work zones.  The veins are three to eight feet in width.  While some vein zones are greater than ten feet in width, the lack of production data for the Roxy area precludes anything other than speculation on the true width of the veins.   Veins trend north to northeast and dip easterly.  Silver values appear to correlate best with high lead and copper.  Metallic minerals within the veins include galena, sphalerite, chalcopyrite, arsenopyrite, and pyrite.  The galena is argentiferous.  Free gold is present locally.  In the main portion of the Kennedy District, quartz-sulfide veins occur in both Tertiary granodiorite and Paleozoic metamorphic rocks of the Pumpernickel Formation.  These host rocks cover a wide degree of physical and chemical properties, which is encouraging for the occurrences at the Roxy Property, as it shows precious metals mineralization to be possible through widely differing lithologies.



The most recent sampling consists of six samples taken by E. L. Hunsaker as confirmation sampling to previous work.  The samples obtained were grab samples weighing an average of one kilogram or 2.2 lbs. which were taken from a mineralized outcrop along an approximate strike length of 2,000 feet.  Results for this sampling include:



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|Sample | Easting (UTM) | Northing (UTM) | Au (opt) | Ag (opt)
|------ | ------------- | -------------- | -------- | --------
|20012  | 437432.00     | 4453797.00     | <0.002   | 42.8    
|20013  | 437507.00     | 4453717.00     | <0.002   | 5.7     
|20017  | 437342.00     | 4453398.00     | <0.002   | 0.4     
|20018  | 437506.00     | 4454148.00     | <0.002   | 0.3     
|20019  | 437455.00     | 4454029.00     | <0.002   | 11.0    
|20020  | 437452.00     | 4454036.00     | <0.002   | 54.5    



The north-central Nevada region, around the SMH and Roxy 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 $21,403.  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



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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.



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





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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.  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, 2005.



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 not discussed market making with any market maker or broker dealer.  We 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.



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,





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*

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.



420,200 of our issued and outstanding common shares 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 96,420 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, persons who are our affiliates hold 544,000 shares that may be sold pursuant to Rule 144 after two years from the date of purchase.  Accordingly, Rule 144 applies to the 544,000 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).



Equity Compensation Plan Information



As at March 31, 2005, we did not have any compensation plans in place.



Purchases of Equity Securities by the Issuer and Affiliated Purchasers





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We did not purchase any of our shares of common stock or other securities during the year ended March 31, 2005.



Item 6.  Plan of Operation.



During the period September, 2003 to March, 2004, we obtained subscriptions for 964,200 shares under Regulation S to raise proceeds of approximately $47,460.  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 and the Roxy Prospect.  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 Roxy and 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 and Roxy 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.



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





---

- 13 -







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 two exploration properties are 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 2005.  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 | US$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



ROXY PROSPECT - Plan of Operation



We propose to complete the following phase one work program on our Roxy Prospect by the end of July, 2005.  Further work on this property will be contingent upon positive exploration results being obtained in phase one of our program.



Phase I:

Detailed Mapping, Sampling, Data Acquisition and Initial Permitting



---

- 14 -









The purpose of this program phase is to increase our knowledge base for the Roxy Prospect.  This includes more detailed surface geologic mapping, rock chip sampling and the compilation of a geochemical database for the area of interest.



Labor:

Field work, estimated 15 days.  Estimated cost = $7,500 plus expenses and mileage.

Total estimated cost field work = $8,800

Office work, estimated 5 days.  Estimated cost = $2,500 plus expense.

Total estimated cost office work = $2,700.



Rock Sample Assaying and Geochemical Analyses:

ALS Chemex.

Anticipate 225 rock chip sample assays and multi-element geochem analyses at US$34 each.

Estimated cost = $7,650.



Geophysical Surveys:

Acquire old IP data and re-interpret.

Estimated costs = $7,500.



Permitting - BLM Notice of Intent:

Prepare and file Notice of Intent with BLM, after completion of field work

Estimate 2 days = $1,000 - $1,200 US.



Summary of Phase I Expenditures:



|Task                               | Cost    
|---------------------------------- | --------
|Labor (map & geochem field work)   | $  8,800
|Labor (map & geochem interp.)      | $  2,700
|Assaying & Geochemical Analyses    | $  7,650
|Geophysics (data acq. & re-interp) | $  7,500
|NOI Permitting (start)             | $  1,000
|Phase I Total (US$)                | $27,650 



A modest contingency of $2,350 brings the total for the recommended program to US$30,000.  Completion of the Phase I program is anticipated by mid 2005.



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.



---

- 15 -









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:



Report of Independent Registered Public Accounting Firm, dated June 26, 2005



Balance Sheets as at March 31, 2005 and 2004



Statements of Changes in Stockholders Equity (deficiency) for period from February 15, 2001 (inception) to March 31, 2005



Statements of Operations for the years ended March 31, 2005, 2004 and from February 15, 2001 (inception) to March 31, 2005



Statements of Cash Flows for the years ended March 31, 2005, 2004 and from February 15, 2001 (inception) to March 31, 2005



Notes to the Financial Statements





---

- 16 -





MCNAB
CREEK GOLD CORP.

(formerly
Parthenon Development Corporation)

(An
exploration stage company)



Financial
Statements

(Expressed
in U.S. Dollars)



March
31, 2005 and 2004













Index



Report
of Independent Registered Public Accounting Firm

Balance
Sheets

Statements
of Operations

Statements
of Changes in Stockholders' Equity (Deficiency)

Statements
of Cash Flows

Notes
to Financial Statements





---

[financials002.gif]





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The
Board of Directors and Stockholders 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, 2005, the related statements of
operations, changes in stockholders' equity (deficiency) and cash flows for
the year ended March 31, 2005 and for the period from February 15, 2001 (date of
incorporation) to March 31, 2005.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.  The
financial statements as of March 31, 2004, for the year ended March 31, 2004 and
for the cumulative period from February 15, 2001 (date of incorporation) to
March 31, 2004 were audited by other auditors whose report dated June 27, 2004,
except as to Note 2 which was as of June 15, 2005, expressed an unqualified
opinion on those statements.  The financial statements for the period from
February 15, 2001 (date of incorporation) to March 31, 2004 include total
revenue and net loss of $nil and $81,497, respectively.  Our opinion on the
statements of operations, changes in stockholders' equity (deficiency) and
cash flows for the period from February 15, 2001 (date of incorporation) to
March 31, 2005, insofar as it relates to amounts for prior periods through March
31, 2004, is based solely on the report of 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 the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  We were not
engaged to perform an audit of the Company's internal control over financial
reporting.  Our audit included consideration of internal control 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 control 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audit provide a reasonable
basis for our opinion.



In
our opinion, based on our audit and the report of other auditors, the financial
statements referred to above present fairly, in all material respects, the
financial position of McNab Creek Gold Corp. as of March 31, 2005 and 2004, and
the results of its operations and its cash flows for the years ended March 31,
2005 and 2004, and for the cumulative period from February 15, 2001 (date of
incorporation) to March 31, 2005 in conformity with U.S. generally accepted
accounting principles.



The
accompanying financial statements have been prepared assuming that McNab Creek
Gold Corp. will continue as a going concern.  As discussed in Note 1, the
realization of assets and the satisfaction of liabilities and commitments are
dependent upon McNab Creek Gold Corp.'s ability to meet its future financing
requirements, and the success of future operations.  These factors raise
substantial doubt about McNab Creek Gold Corp.'s ability to continue as a
going concern.  Management's plans in regard to these matters are also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.







Vancouver,
Canada

/s/
Ernst & Young LLP

June
26, 2005

Chartered
Accountants



---



|MCNAB
      CREEK GOLD CORP.                              
|----------------------------------------------------------
|(formerly
      Parthenon Development Corporation)        
|(An
      exploration stage company)                      
|                                                          
|BALANCE
      SHEETS                                      
|March
      31, 2005 and 2004                             
|(Expressed
      in U.S. Dollars)                         
|                                                          
|                                                          
|ASSETS                                                    
|                                                          
|Current
      asset                                       
|Cash                                                      
|                                                          
|Equipment
      - Note 3                                  
|                                                          
|Mineral
      properties - Note 4                         
|Total
      Assets                                        
|                                                          
|                                                          
|LIABILITIES
      AND STOCKHOLDERS' DEFICIENCY            
|                                                          
|Current
      liabilities                                 
|Accounts
      payables and accrued expenses              
|Due
      to a director - Note 5a                         
|Promissory
      notes payable to a related party - Note 6
|Total
      current liabilities                           
|                                                          
|Stockholders'
      equity (deficiency)                   
|Common
      Stock : $0.0001 Par Value                    
|Authorized
      : 100,000,000                            
|Issued
      and Outstanding : 964,200 (2004 - 964,200)   
|Additional
      Paid-in Capital                          
|Deficit
      accumulated during the exploration stage    
|Total
      stockholders' equity (deficiency)             
|                                                          
|Total
      liabilities and stockholders' deficiency      
|                                                          
|                                                          
|(See
      notes to the financial statements)             





---



|MCNAB
      CREEK GOLD CORP.                                                     
|---------------------------------------------------------------------------------
|(formerly
      Parthenon Development Corporation)                               
|(An
      exploration stage company)                                             
|                                                                                 
|STATEMENTS
      OF OPERATIONS                                                   
|For
      the years ended March 31, 2005 and 2004 and                            
|the
      period from February 15, 2001 (date of incorporation) to March 31, 2005
|(Expressed
      in U.S. Dollars)                                                
|February
      15,                                                               
|2001
      (date of                                                              
|Years
      ended                                                                
|March
      31,                                                                  
|2005                                                                             
|                                                                                 
|Expenses                                                                         
|General
      and administrative                                                 
|Compensation
      expenses (Note 9b)                                            
|Property
      investigation costs                                               
|Mineral
      claims - acquisition costs (Note 4)                                
|Net
      loss for the period                                                    
|                                                                                 
|Loss
      per share attributable to common                                      
|stockholders:                                                                    
|Basic
      and diluted                                                          
|                                                                                 
|Weighted
      average number of                                                 
|common
      shares outstanding:                                                 
|Basic
      and diluted                                                          
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|(See
      notes to the financial statements)                                    





---



|MCNAB
      CREEK GOLD CORP.                                                               
|-------------------------------------------------------------------------------------------
|(formerly
      Parthenon Development Corporation)                                         
|(An
      exploration stage company)                                                       
|                                                                                           
|STATEMENTS
      OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)                           
|For
      the period from February 15, 2001 (date of incorporation) to March 31,
      2005
|(Expressed
      in U.S. Dollars)                                                          
|Deficit                                                                                    
|Accumulated                                                                                
|Stock                                                                                      
|Common                                                                                     
|Shares                                                                                     
|                                                                                           
|Issuance
      of common stock for services rendered                                       
|at
      $0.0001 per share, February 16, 2001 (Note 9a)                                    
|                                                                                           
|Loss
      and comprehensive loss for the period                                           
|Balance,
      March 31, 2003 and 2002                                                     
|                                                                                           
|Cancellation
      of common stock (Note 9a)                                               
|                                                                                           
|Capital
      stock issued                                                                 
|-
      at $0.10 for cash                                                                  
|-
      at $0.10, of which $0.01 for cash                                                  
|and
      $0.09 for compensation expenses (Note 9b)                                        
|                                                                                           
|Loss
      and comprehensive loss for the period                                           
|Balance,
      March 31, 2004                                                              
|                                                                                           
|Loss
      and comprehensive loss for the period                                           
|Balance,
      March 31, 2005                                                              
|                                                                                           
|                                                                                           
|                                                                                           
|(See
      condensed notes to the financial statements)                                    







---





---

MCNAB
CREEK GOLD CORP.

(formerly
Parthenon Development Corporation)

(An
exploration stage company)



NOTES
TO FINANCIAL STATEMENTS

March
31, 2005 and 2004

(Expressed
in U.S. 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. On August 1, 2003, the Company
changed its name to McNab Creek Gold Corp.

The
financial statements are presented in United States dollars and have been
prepared by management in accordance with U.S. generally accepted accounting
principles on a going concern, 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 $43,381 during the year ended March 31, 2005 and
at March 31, 2005 has an accumulated deficit of $124,878 and a working capital
deficiency of $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.

2.

Significant
Accounting Policies

(a)

Principles
of Accounting

These
financials statements are stated in U.S. dollars and have been prepared in
accordance with U.S. generally accepted accounting principles.

(b)

Cash
Equivalents

Cash
equivalents comprise certain highly liquid instruments with a maturity of three
months or less when purchased. As at March 31, 2005 and 2004, the Company does
not have cash equivalents.









---

MCNAB
CREEK GOLD CORP.

(formerly
Parthenon Development Corporation)

(An
exploration stage company)



NOTES
TO FINANCIAL STATEMENTS

March
31, 2005 and 2004

(Expressed
in U.S. Dollars)





2.

Significant
Accounting Policies(continued)

(c)

Mineral
Properties

Acquisition
and exploration costs are charged to operations as incurred until such time that
proven or probable ore reserves are discovered.  From that time forward,
the Company will capitalize all costs to the extent that future cash flow from
mineral reserves equals or exceeds the costs deferred.  The deferred costs
will be amortized over the recoverable reserves when a property reaches
commercial production.

As
at March 31, 2005 and 2004, the Company did not have proven or probable ore
reserves.

(d)

Accounting
Estimates

The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
 Actual results could differ from those estimates and assumptions.

(e)

Advertising
Expenses

The
Company expenses advertising costs as incurred.  There were no advertising
expenses incurred by the Company since its inception.

(f)

Earnings
(Loss) Per Share

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

(g)

Foreign
Currency Translations

The
Company is located and operating outside of the United States of America.
 It maintains its accounting records in U.S. Dollars, as follows:

At
the transaction date, each asset, liability, revenue and expense is translated
into U.S. dollars by the use of the exchange rate in effect at that date.
 At the period 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.







---

MCNAB
CREEK GOLD CORP.

(formerly
Parthenon Development Corporation)

(An
exploration stage company)



NOTES
TO FINANCIAL STATEMENTS

March
31, 2005 and 2004

(Expressed
in U.S. Dollars)





2.

Significant
Accounting Policies (continued)

(h)

Equipment

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

(i)

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 judgement, 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,
promissory notes, 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 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 U.S. dollars.

(j)

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.







---

MCNAB
CREEK GOLD CORP.

(formerly
Parthenon Development Corporation)

(An
exploration stage company)



NOTES
TO FINANCIAL STATEMENTS

March
31, 2005 and 2004

(Expressed
in U.S. Dollars)





2.

Significant
Accounting Policies(continued)

(k)

Long-Lived
Assets Impairment

Long-term
assets of the Company are reviewed when changes in circumstances require as to
whether their carrying value has become impaired.  Management considers
assets to be impaired if the carrying value exceeds the future projected cash
flows from related operations (undiscounted and without interest charges).
 If impairment is deemed to exist, the assets will be written down to fair
value.

(l)

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, 2005 and 2004, the Company had no asset
retirement obligation.

(m)

New
Accounting Pronouncements

In
December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary
Assets - an amendment of APB Opinion No. 29". SFAS No. 153 eliminates the
exception from fair value measurement for non-monetary exchanges of similar
productive assets and replaces it with an exception for exchanges that do not
have commercial substance. This statement specifies that a non-monetary exchange
has commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. The provisions of this
statement are effective for non-monetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. The adoption of this statement does not
have an material impact the Company's financial statements.

In
December 2004, the FASB issued SFAS No. 123(R), "Share-Based payment."
The revised statement eliminates the ability to account for share-based
compensation transactions using APB No. 25. This statement instead requires that
all share-based payments to employees be recognized as compensation expense in
the statement of operations based on their fair value over the applicable
vesting period. The provisions of this statement are effective for fiscal years
beginning after April 1, 2006. The adoption of this statement does not have any
impact on the Company's financial statements.









---

MCNAB
CREEK GOLD CORP.

(formerly
Parthenon Development Corporation)

(An
exploration stage company)



NOTES
TO FINANCIAL STATEMENTS

March
31, 2005 and 2004

(Expressed
in U.S. Dollars)





3.

Equipment

|                         |             | 2005         |             |  | 2004       
|------------------------ | ----------- | ------------ | ----------- |  | -----------
|                         |             | Accumulated  |             |  |            
|                         | Cost        | Depreciation | Net         |  | Net        
|Computer
      equipment | $
      432 | $
      175  | $
      257 |  | $
      367
|                         |             |              |             |  |            
|                         |             |              |             |  |            

4.

Mineral
Properties

During
the year ended March 31, 2004, the Company acquired SMH 31 to SMH50 mineral
claim units (BLM No. NMC856514 to NMC856533) located in Eureka County, Nevada
for $3,500. This amount was expensed in 2004. The mineral claims are subject to
a production royalty of 2.5% of net smelter returns.

During
the year ended March 31, 2005, the Company acquired Roxy1 to Roxy8 mineral claim
units (BLM No. NMC860160 to NMC860167) located in Pershing County, Nevada for
$3,500. This amount was expensed in 2005. The mineral claims are subject to a
production royalty of 2.5% of net smelter returns.

5.

Related
Party Transactions

Related
parties transactions not disclosed elsewhere in the financial statements are as
follows:

(a)

The
amount due to a director is unsecured, non-interest bearing and has no specific
terms for repayment.

(b)

During
the year ended March 31, 2005, the Company paid $nil (2004: $1,852) and $nil
(2004: $4,000) in management fees to a director and an individual related to a
director, respectively.

(c)

Office
space is provided by a director of the Company at a nominal rent basis.









---

MCNAB
CREEK GOLD CORP.

(formerly
Parthenon Development Corporation)

(An
exploration stage company)



NOTES
TO FINANCIAL STATEMENTS

March
31, 2005 and 2004

(Expressed
in U.S. Dollars)





6.

Promissory
Notes Payable

|                                                                                                                           | 2005           | 2004          
|-------------------------------------------------------------------------------------------------------------------------- | -------------- | --------------
|Promissory
      note payable to a director of the Company, unsecured, interest at 8% per
      annum, due January 9, 2006 | $
      10,000 | $
      10,000
|Promissory
      note payable to a director of the Company, unsecured, interest at 8% per
      annum, due March 19, 2006  | 20,000         | 20,000        
|                                                                                                                           | $
      30,000 | $
      30,000



As
at March 31, 2005, accrued interest of $2,632 (2004: $232) is included in
accounts payable.

7.

Segmented
Information

The
Company's business is operating in one segment, being the locating and
exploration of mineral properties, and in one geographical area based on the
Company's organizational structure, the way in which the operation is managed
and evaluated, the availability of separate financial results and materiality
considerations.

8.

Income
Taxes

As
at March 31, 2005, the Company has estimated net operating losses carryforward
for tax purposes of $76,000 (2004: $32,000), 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 judgement 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 (liability) are as follows:

|2005                          |                    | 2004
|----------------------------- | ------------------ | ----
|                              |                    |     
|Tax
      loss carry forwards | $    
      27,000 |     
|Valuation
      allowance     | (27,000)           |     
|                              |                    |     











---

MCNAB
CREEK GOLD CORP.

(formerly
Parthenon Development Corporation)

(An
exploration stage company)



NOTES
TO FINANCIAL STATEMENTS

March
31, 2005 and 2004

(Expressed
in U.S. Dollars)





9.

Non-Cash
Transactions

(a)

During
the period ended March 31, 2001, the directors and officers of the Company have
provided certain administrative services whereby the Company issued 2,250,000
common shares at $0.001 per share.  The shares were subsequently cancelled
in fiscal year 2004 due to the change of control of the Company.

(b)

During
the year ended March 31, 2004, the Company issued 544,000 common shares to a
director and officer of the Company and received cash proceeds of $0.01 per
share.  As the fair value of the share was $0.10 each, the issuance was
accounted for as a compensatory stock issuance to management.  Accordingly,
the Company charged $48,860 compensation expense to operations for the
difference between fair value of share issued and cash proceeds received.











[insert audited financial statements here]





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



We have had no changes in or disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure with any of our accountants for the fiscal period ended March 31, 2005.



As a result of the merger of Ernst & Young LLP and Moore Stephens Ellis Foster Ltd., we changed our accountants from Moore Stephens Ellis Foster Ltd. to Ernst & Young LLP for the year ended March 31, 2005.



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, 2005, 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 Held
With the Company                    | Age | Date First Elected or Appointed
|---------------------- | ------------------------------------------------- | --- | -------------------------------
|Kenneth G. Townsend    | President, C.E.O., C.F.O., Secretary and Director | 70  | August 11, 2003                
|Christopher R. Verrico | Director                                          | 47  | 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.







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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, 2005.  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, 2005 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 2004/2005, 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.





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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, 2005, 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



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- 20 -









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, 2005.



|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,



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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, 2005.



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, 2005, we paid consulting fees of $nil for consulting services to our company.



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 26, 2005, 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 | 544,000 shares
Direct Ownership       | 56.42%          



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|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.



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.



Item 13.  Exhibits



Exhibits required by Item 601 of Regulation S-B:



|Exhibit
Number | 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)                   



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- 23 -









|(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 Fees and Services



Effective May 3, 2005, Ernst & Young LLP merged with Moore Stephens Ellis Foster Ltd.  We appointed Ernst & Young LLP as the independent accountant for the year ended March 31, 2005.



Audit Fees



For the period ended March 31, 2005, the aggregate fees billed by Moore Stephens Ellis Foster Ltd. for professional services rendered for the audit of our annual financial statements included in our annual report on Form 10-KSB were $5,500.  For the fiscal year ended March 31, 2004, the aggregate fees billed by Moore Stephens Ellis Foster Ltd. for professional services rendered for the audit of our annual financial statements included in our annual report on Form 10-KSB were $nil.



Audit Related Fees



For the period ended March 31, 2005, the aggregate fees billed for assurance and related services by Moore Stephens Ellis Foster Ltd. relating to the performance of the audit of our financial statements which are not reported under the caption "Audit Fees" above, was $2,900.  For the fiscal year ended March 31, 2004, the aggregate fees billed for assurance and related services by Moore Stephens Ellis Foster Ltd. relating to the performance of the audit of our financial statements which are not reported under the caption "Audit Fees" above, was $nil.



Tax Fees



For the period ended March 31, 2005, the aggregate fees billed by Moore Stephens Ellis Foster Ltd. for other non-audit professional services, other than those services listed above, totalled $nil.  For the fiscal year ended March 31, 2004, the aggregate fees billed by Moore Stephens Ellis Foster Ltd. for other non-audit professional services, other than those services listed above, totalled $nil.



We do not use Ernst & Young LLP or Moore Stephens Ellis Foster Ltd. 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 Ernst & Young LLP or Moore Stephens Ellis Foster Ltd. to provide compliance outsourcing services.



Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Ernst & Young LLP 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



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- 24 -









-

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 and fees 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 Ernst & Young LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Ernst & Young LLP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:  July 14, 2005

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:  July 14, 2005

Per:

/s/Kenneth G. Townsend



Kenneth G. Townsend,

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

and Director (Principal Executive Officer)







---