UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB





[xx]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005



Commission file Number:  0-50915



MCNAB CREEK GOLD CORP.

(Exact name of small business issuer as specified in its charter)



Nevada

(State or other jurisdiction of incorporation or organization)



98-0343710

(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)





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

964,200 common shares as at September 20, 2005



Transitional Small Business Disclosure Format (check one):  Yes [  ]    No [ X ]





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MCNAB CREEK GOLD
CORP.





INDEX



PART 1.

FINANCIAL INFORMATION



Item 1.

Financial Statements



Balance Sheets as of March 31, 2005 and June 30, 2005



Statements of Operations for the three months ended June 30, 2005 and 2004 and the period from February 15, 2001 to June 30, 2005



Statement of Changes in Stockholders' Equity (Deficiency) for the period February 15, 2001 to June 30, 2005



Statements of Cash Flows for the three months ended June 30, 2005 and 2004 and for the period February 15, 2001 to June 30, 2005



Notes to Financial Statements



Item 2

Plan of Operation



Item 3

Controls and Procedures



PART II.

OTHER INFORMATION



Item 1

Legal Proceedings



Item 2

Unregistered Sales of Equity Securities and Use of Proceeds



Item 3

Defaults Upon Senior Securities



Item 4

Submission of Matters to a Vote of Security Holders



Item 5

Other Information



Item 6

Exhibits and Reports on Form 8K





SIGNATURES







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MCNAB CREEK GOLD CORP.

(formerly Parthenon Development Corporation)

(A pre-exploration stage Company)



Financial Statements

(Stated in U.S. Dollars)



June 30, 2005





(Unaudited)





Index



Balance Sheets

Statements of Operations

Statements of Stockholders Equity

Statements of Cash Flows

Notes to the Financial Statements

































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|MCNAB CREEK GOLD CORP.                                        
|--------------------------------------------------------------
|(formerly Parthenon Development Corporation)                  
|(An exploration stage company)                                
|                                                              
|BALANCE SHEETS                                                
|(Expressed in U.S. Dollars)
(Unaudited)                       
|                                                              
|                                                              
|                                                              
|(See Note 1  Basis of Presentation and Going Concern Matters)
|ASSETS                                                        
|                                                              
|Current Assets                                                
|Cash                                                          
|                                                              
|Equipment                                                     
|                                                              
|                                                              
|Total Assets                                                  
|                                                              
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      
|                                                              
|Current Liabilities                                           
|Accounts payables and accrued expenses                        
|Due to a director - Note 3                                    
|Promissory notes payable to related parties - Note 3          
|Total current liabilities                                     
|                                                              
|Stockholders' 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' Deficiency                                
|                                                              
|Total Liabilities and Stockholders' deficiency                
|                                                              
|                                                              
|(See notes to the financial statements)                       



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|MCNAB CREEK GOLD CORP.                                        
|--------------------------------------------------------------
|(formerly Parthenon Development Corporation)                  
|(An exploration stage company)                                
|                                                              
|STATEMENTS OF OPERATIONS                                      
|(Expressed in U.S. Dollars)                                   
|(Unaudited)                                                   
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|(See Note 1  Basis of Presentation and Going Concern Matters)
|Expenses                                                      
|General and administrative                                    
|Compensation expenses                                         
|Property investigation costs                                  
|Mineral claims - acquisition costs (Note 2)                   
|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)                       
|                                                              



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|MCNAB CREEK GOLD CORP.                                                        
|------------------------------------------------------------------------------
|(formerly Parthenon Development Corporation)                                  
|(An exploration stage company)                                                
|                                                                              
|STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)                     
|for the period from February 15, 2001 (Date of Incorporation) to June 30, 2005
|(Expressed in U.S. Dollars)                                                   
|(Unaudited)                                                                   
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Stated in U.S. dollars                                                        
|(See Note 1 Basis of Presentation
and Going Concern Matters)                 
|Issuance of common stock for services rendered                                
|at $0.0001 per share, February 16, 2001                                       
|                                                                              
|Comprehensive income (loss)                                                   
|Loss for the period                                                           
|                                                                              
|Balance, March 31, 2003 and 2002                                              
|                                                                              
|Cancellation of common stock                                                  
|                                                                              
|Capital stock issued for cash                                                 
|- at $0.10                                                                    
|- at $0.01                                                                    
|                                                                              
|Comprehensive income (loss)                                                   
|Loss for the year                                                             
|                                                                              
|Balance, March 31, 2004                                                       
|                                                                              
|Comprehensive income (loss)                                                   
|Loss for the period                                                           
|                                                                              
|Balance, March 31, 2005                                                       
|                                                                              
|Comprehensive income (loss)                                                   
|Loss for the period                                                           
|                                                                              
|Balance, June 30, 2005                                                        
|                                                                              
|(See accompanying notes to the financial statements)                          
|                                                                              



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|MCNAB CREEK GOLD CORP.                                        
|--------------------------------------------------------------
|(formerly Parthenon Development Corporation)                  
|(A pre-exploration stage company)                             
|                                                              
|STATEMENTS OF CASH FLOWS                                      
|(Stated in U.S. Dollars)                                      
|(Unaudited)                                                   
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|(See Note 1  Basis of Presentation
and Going Concern Matters)
|Cash flows from operating activities                          
|Net loss for the period                                       
|Amount not involving cash:                                    
|- Shares issued for services                                  
|- Compensation expenses paid with common stocks               
|- Depreciation                                                
|Changes in non-cash working capital items:                    
|- Accounts payable and accrued liabilities                    
|- Due to a director                                           
|Net cash used in operating activities                         
|                                                              
|Cash flows from investing activities                          
|Additions to equipment                                        
|Net cash flows used in investing activities                   
|                                                              
|Cash flows from financing activities                          
|Proceeds from the issuance of common stock                    
|Proceeds from the issuance of promissory notes                
|Net cash flows provided by financing activities               
|                                                              
|Increase (Decrease) in cash                                   
|                                                              
|Cash - beginning of period                                    
|                                                              
|Cash - end of period                                          
|                                                              
|(See accompanying notes to the financial statements)          



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MCNAB CREEK GOLD CORP

(formerly Parthenon Development Corporation)

(A pre-exploration stage Company)

Notes to Financial Statements

June 30, 2005

(Stated in US Dollars)

(Unaudited)



1. Basis of Presentation and Going Concern Matters



In view of certain conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving of profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations.  Management believes that its current and future plans enable it to continue as a going concern.  Management plans to continue to seek other sources of debt and equity financing on favorable terms and expects to keep its operating costs to a minimum until cash is available through financing or operating activities.  There are no assurances that the Company will be successful in achieving these goals.  The Company has incurred a loss of $20,404 for the three months ended June 30, 2005 and at June 30, 2005 have an accumulated deficit of $145,282 and a working capital deficiency of $46,850.   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 normal course of business and at amounts different from those reflected in the accompanying financial statements.  The accompanying unaudited interim balance sheets, statements of operations and cash flows reflected all adjustments, consisting of normal recurring adjustments and other adjustments, that are, in the opinion of management, necessary for a fair presentation of the financial position of the Company, at June 30, 2005, and the results of operations and cash flows for the three months ended June 30, 2005, and for the period February 15, 2001 (Date of Incorporation) to June 30, 2005.  The accompanying unaudited financial statements have been prepared in accordance with the instruction from Form 10-QSB pursuant to the rules and regulations of the Securities and Exchange Commission and, there, do not include all information and notes normally provided in the audited financial statements and should be read in conjunction with the Companys audited financial statements for fiscal period ended March 31, 2005 included in the annual report previously filed on Form 10-KSB.  The result of operations for the interim periods presented is not necessarily indicative of the results to be expected for the full year.

2. 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.



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- 9 -







MCNAB CREEK GOLD CORP

(formerly Parthenon Development Corporation)

(A pre-exploration stage Company)

Notes to Financial Statements

June 30, 2005

(Stated in US Dollars)

(Unaudited)



3. Related Party Transactions





|June
      30,                                                   |         | March 31,
|---------------------------------------------------------------- | ------- | ---------
|                                                                 | 2005    |          
|                                                                 |         |          
|Promissory note payable to a director of the Company, unsecured,
|interest at 8% per annum, due January 9, 2006                    | $10,000 |          
|                                                                 |         |          
|Promissory note payable to a director of the Company, unsecured,
|interest at 8% per annum, due March 19, 2006                     | 20,000  |          
|                                                                 | $30,000 |          





As at June 30, 2005, accrued interest of $2,632 is included in accounts payable.



The amount due to a Director, $4,544, is unsecured, non-interest bearing and has no specific terms of repayment.













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- 10 -







PLAN OF OPERATIONS



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.  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.  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.



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.







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- 11 -









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 October, 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 part of our phase one work program on our Roxy Prospect by the end of October, 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



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.







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- 12 -









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.



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



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



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



Item 3 - Controls and Procedures









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- 13 -







As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, being June 30, 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 II

OTHER INFORMATION



Item 1.

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 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



None



Item 3

DEFAULTS UPON SENIOR SECURITIES



None



Item 4

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None



Item 5

OTHER INFORMATION



None



Item 6

EXHIBITS AND REPORTS ON FORM 8-K



(a)

Exhibits



31

Section 302 Certification of C.E.O. and
C.F.O.

32

Section 906 Certification



(b)

Reports on Form 8-K







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- 14 -









The Issuer did not file any reports on Form 8-K during the quarter ended June 30, 2005.



SIGNATURES



In accordance with the requirements 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:  September 26, 2005

Per:

/s/Kenneth G. Townsend



Kenneth G. Townsend,

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