UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 
FORM 10-KSB /A

[ x ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL PERIOD ENDED MARCH 31, 2006 

[           ]TRANSITIONREPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THETRANSITION 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 befiled by Section 13 or 15(d) of the Exchange Act during the past 12 months (orfor 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 inresponse to Item 405 of Regulation S-B contained in this form, and no disclosurewill be contained, to the best of Issuer's knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-KSBor any amendment to this Form 10-KSB. [ x ]

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Exchange Act). [x] Yes [ ] No

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

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price at whichthe common equity was sold, or the average bid and asked price of such commonequity, as of a specified date within the past 60 days. (See definition ofaffiliate in Rule 12b-2 of the Exchange Act.): Not Applicable 
**(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THEPRECEDING FIVE YEARS)**
 

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Check whether the issuer has filed all documents and reportsrequired to be filed by Section 12, 13 or 15(d) of the Exchange Act after thedistribution 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'sclasses of equity stock, as of the latest practicable date. 

35,859,200 common shares issued and outstanding as of June 7,2006. 
**DOCUMENTS INCORPORATED BY REFERENCE**
If the following documents are incorporated by reference,briefly describe them and identify the part of the Form 10-KSB (e.g., Part I,Part II, etc.) into which the document is incorporated: (1) any annual report tosecurity holders; (2) any proxy or information statement; and (3) any prospectusfiled pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("SecuritiesAct"). The listed documents should be clearly described for identificationpurposes (e.g., annual report to security holders for fiscal year ended December24, 1990). 

No. 

Transitional Small Business Disclosure Format (Check one): Yes[           ]; No [ x ]
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***Registrant hereby amends its annual report on Form 10KSB for the yearended March 31, 2006 solely for the purpose of identifying the registrant as ashell company.***

 
**SIGNATURES**
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrantcaused this report to be signed on its behalf by the undersigned, thereunto dulyauthorized. 
  **MCNAB CREEK GOLD    CORP.**                  Dated: November 27, 2006Per: ***/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 thefollowing person on behalf of the Registrant and in the capacities and on thedates indicated. 
Dated: November 27, 2006Per: ***/s/ Kenneth G. Townsend***    Kenneth G. Townsend,     President, C.E.O., C.F.O.,    Secretary     and Director (Principal    Executive Officer) 
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