UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB  Amendment No. 1





[xx]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 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)





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



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

(check one):  Yes [  ]    No [ X ]



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

1,787,960 common shares as at February 28, 2006



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







---

MCNAB CREEK GOLD CORP.





INDEX



PART 1.

FINANCIAL INFORMATION



Item 1.

Financial Statements



Balance Sheets as of March 31, 2005 and December 31, 2005



Statements of Operations for the nine months ended December 31, 2005 and 2004 and the period from February 15, 2001 to December 31, 2005



Statement of Changes in Stockholders' Equity (Deficiency) for the period February 15, 2001 to December 31, 2005



Statements of Cash Flows for the nine months ended December 31, 2005 and 2004 and for the period February 15, 2001 to December 31, 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







---



















MCNAB CREEK GOLD CORP.

(formerly Parthenon Development Corporation)

(A pre-exploration stage Company)



Financial Statements

(Stated in U.S. Dollars)



December 31, 2005





(Unaudited)





Index



Balance Sheets

Statements of Operations

Statements of Stockholders Equity

Statements of Cash Flows

Notes to the Financial Statements







---











|                                                             |             |           |           |       
|------------------------------------------------------------ | ----------- | --------- | --------- | ------
|MCNAB CREEK GOLD CORP.                                      
|(formerly Parthenon Development Corporation)                
|(An exploration stage company)                              
|                                                             |             |           |           |       
|BALANCE SHEETS                                              
|(Unaudited)                                                 
|(Expressed in U.S. Dollars)                                 
|                                                             |             |           |           |       
|December
    31,                                             |             | March 31,
|2005                                                         |             | 2005     
|See Note 1 - Basis of Presentation and Going Concern Matters | (Unaudited) |           | (Audited)
|                                                             |             |           |           |       
|                                                             |             |           |           |       
|ASSETS                                                      
|                                                             |             |           |           |       
|Current Assets                                              
|Cash                                                         | $           | 24,294    | $         | 21,403
|                                                             |             |           |           |       
|Equipment                                                    | 199         |           | 257      
|                                                             |             |           |           |       
|Mineral Properties - Note 2                                  | -           |           | -        
|                                                             |             |           |           |       
|Total Assets                                                 | $           | 24,493    | $         | 21,660
|                                                             |             |           |           |       
|                                                             |             |           |           |       
|LIABILITIES AND STOCKHOLDERS' EQUITY                        
|                                                             |             |           |           |       
|Current Liabilities                                         
|Accounts payables and accrued expenses                       | $           | 10,102    | $         | 13,324
|Due to a director - Note 3                                   | -           |           | 4,544    
|Promissory notes payable to related parties - Note 3         | 30,000     
|Liabilities to issue shares                                  | 13,030      |           |          
|Total current liabilities                                    | 23,132      |           | 47,868   
|                                                             |             |           |           |       
|                                                             |             |           |           |       
|Stockholders' Deficiency                                    
|Common Stock : $0.0001 Par Value                            
|Authorized : 100,000,000                                    
|Issued and Outstanding : 1,787,960 (2004: 964,200)           | 179         |           | 96       
|Additional Paid In Capital                                   | 180,868     |           | 98,574   
|Deficit accumulated during the exploration stage             | (179,685)   |           | (124,878)
|Total Stockholders' Deficiency                               | 1,361       |           | (26,208) 
|                                                             |             |           |           |       
|Total Liabilities and Stockholders' Deficiency               | $           | 24,493    | $         | 21,660
|                                                             |             |           |           |       
|(See accompanying notes to the financial statements)        





---





|                                                             |           |              |          |                  |           |                   |           |      |            | 
|------------------------------------------------------------ | --------- | ------------ | -------- | ---------------- | --------- | ----------------- | --------- | ---- | ---------- | 
|MCNAB CREEK GOLD CORP.                                      
|(formerly Parthenon Development Corporation)                
|(An exploration stage company)                              
|                                                             |           |              |          |                  |           |                   |           |      |            | 
|STATEMENTS OF OPERATIONS                                    
|(Expressed in U.S. Dollars)                                 
|(Unaudited)                                                 
|                                                             |           |              |          |                  |           |                   |           |      |            | 
|February 15,                                                
|                                                             |           | Three months |          | Nine
    months  |           | 2001 (date of    
|                                                             |           | ended        |          | ended            |           | incorporation) to
|                                                             |           | December 31, |          | December
    31, |           | December 31,     
|                                                             |           | 2005         |          | 2004             |           | 2005              |           | 2004 | 2005      
|See Note 1 - Basis of Presentation and Going Concern Matters |           |              |          |                  |          
|                                                             |           |              |          |                  |           |                   |           |      |            | 
|Expenses                                                    
|Compensation expenses                                        | -         |              | -        |                  | -         |                   | -         |      | 48,960    
|Exploration costs (Note 2)                                   | 617       |              | -        |                  | $14,774   |                   | -         |      | 14,774    
|General and administrative                                   | $11,006   |              | $8,801   |                  | 40,033    |                   | $29,323   |      | $92,933   
|Mineral claims - acquisition costs (Note 2)                  | -         |              |          |                  | -         |                   | 3,500     |      | 7,000     
|Property investigation costs                                 | -         |              | -        |                  | -         |                   | 250       |      | 16,018    
|Net loss for the period                                      | $(11,624) |              | $(8,801) |                  | $(54,807) |                   | $(33,073) |      | $(179,685)
|                                                             |           |              |          |                  |           |                   |           |      |            | 
|                                                             |           |              |          |                  |           |                   |           |      |            | 
|Loss per share attributable to common                       
|stockholders:                                               
|Basic and diluted                                            | $(0.01)   |              | $(0.01)  |                  | $(0.03)   |                   | $(0.03)   |      | $(0.11)   
|                                                             |           |              |          |                  |           |                   |           |      |            | 
|Weighted average number of                                  
|common shares outstanding:                                  
|Basic and diluted                                            | 1,787,960 |              | 964,200  |                  | 1,787,960 |                   | 964,200   |      | 1,588,094 
|                                                             |           |              |          |                  |           |                   |           |      |            | 
|                                                             |           |              |          |                  |           |                   |           |      |            | 
|                                                             |           |              |          |                  |           |                   |           |      |            | 
|                                                             |           |              |          |                  |           |                   |           |      |            | 
|(See accompanying notes to the financial statements)        



---





|                                                                                   |             |           |            |                            |              
|---------------------------------------------------------------------------------- | ----------- | --------- | ---------- | -------------------------- | -------------
|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 December 31, 2005
|(Expressed in U.S. Dollars)                                                       
|(Unaudited)                                                                       
|                                                                                   |             |           |            | Deficit                    |              
|                                                                                   |             |           |            | Accumulated                |              
|                                                                                   |             | Stock     | Additional | During the                 | Stockholders'
|                                                                                   | Common      | Amount At | Paid In    | pre-exploration            | Equity       
|Stated in U.S. dollars                                                             | Shares      | Par Value | Capital    | stage                      | (Deficiency) 
|See Note 1 - Basis of Presentation and Going Concern Matters                      
|                                                                                   |             |           |            |                            |              
|Issuance of common stock for services rendered                                     | 2,250,000   | $225      | $2,025     | $                   
    - | $2,250       
|at $0.0001 per share, February 16, 2001                                           
|                                                                                   |             |           |            |                            |              
|Comprehensive income (loss)                                                       
|Loss for the period                                                                | (2,935)     | (2,935)  
|                                                                                   |             |           |            |                            |              
|Balance, March 31, 2003 and 2002                                                   | 2,250,000   | 225       | 2,025      | (2,935)                    | (685)        
|                                                                                   |             |           |            |                            |              
|Cancellation of common stock                                                       | (2,250,000) | (225)     | 225        | -                          | -            
|                                                                                   |             |           |            |                            |              
|Capital stock issued for cash                                                     
|- at $0.10                                                                         | 420,200     | 42        | 41,978     |                            | 42,020       
|- at $0.01                                                                         | 544,000     | 54        | 54,346     |                            | 54,400       
|                                                                                   |             |           |            |                            |              
|Comprehensive income (loss)                                                       
|Loss for the year                                                                  |             |           |            | (78,562)                   | (78,562)     
|                                                                                   |             |           |            |                            |              
|Balance, March 31, 2004                                                            | 964,200     | 97        | 98,574     | (81,497)                   | 17,174       
|                                                                                   |             |           |            |                            |              
|Comprehensive income (loss)                                                       
|Loss for the period                                                                | (43,381)    | (43,381) 
|                                                                                   |             |           |            |                            |              
|Balance, March 31, 2005                                                            | 964,200     | 97        | 98,574     | (124,878)                  | (26,207)     
|                                                                                   |             |           |            |                            |              
|Issurance of common stock for debt settlement                                      | 383,760     | 38        | 38,338     |                            | 38,376       
|- at $0.10                                                                        
|                                                                                   |             |           |            |                            |              
|Capital stock issued for cash                                                     
|- at $0.10                                                                         | 440,000     | 44        | 43,956     |                            | 44,000       
|                                                                                   |             |           |            |                            |              
|Comprehensive income (loss)                                                       
|Loss for the period                                                                | -           | -         | -          | (54,807)                   | (54,807)     
|                                                                                   |             |           |            |                            |              
|Balance, December 31, 2005                                                         | 1,787,960   | $179      | $180,868   | $(179,685)                 | $1,361       
|                                                                                   |             |           |            |                            |              
|                                                                                   |             |           |            |                            |              
|(See accompanying notes to the financial statements)                              





---





|                                                                   |           |                  |           |                   |            | 
|------------------------------------------------------------------ | --------- | ---------------- | --------- | ----------------- | ---------- | 
|MCNAB CREEK GOLD CORP.                                            
|(formerly Parthenon Development Corporation)                      
|(A pre-exploration stage company)                                 
|                                                                   |           |                  |           |                   |            | 
|STATEMENTS OF CASH FLOWS                                          
|(Stated in U.S. Dollars)                                          
|(Unaudited)                                                       
|                                                                   |           |                  |           |                   |            | 
|Nine                                                               |           | Nine             |           | February 15,     
|months                                                             |           | months           |           | 2001 (date of    
|ended                                                              |           | ended            |           | incorporation) to
|December
    31,                                                   |           | December
    31, |           | December 31,     
|2005                                                               |           | 2004             |           | 2005             
|See Note 1 - Basis of Presentation and Going Concern Matters      
|                                                                   |           |                  |           |                   |            | 
|Cash flows from operating activities                              
|Net loss for the period                                            | $(54,807) |                  | $(33,073) |                   | $(179,685)
|Amount not involving cash:                                        
|- Shares issued for services                                       | -         |                  | -         |                   | 2,250     
|- Compensation expenses paid with common stocks                    | -         |                  | -         |                   | 48,960    
|- Depreciation                                                     | 58        |                  | 82        |                   | 233       
|Changes in non-cash working capital items:                        
|- Accounts payable and accrued liabilities                         | (588)     |                  | 3,780     |                   | 12,736    
|- Due to Director                                                  | 1,633     |                  | 4,544    
|Net cash used in operating activities                              | (55,338)  |                  | (27,578)  |                   | (110,963) 
|                                                                   |           |                  |           |                   |            | 
|Cash flows from investing activities                              
|Additions to equipment                                             | -         |                  | -         |                   | (432)     
|Net cash flows used in investing activities                        | -         |                  | -         |                   | (432)     
|                                                                   |           |                  |           |                   |            | 
|Cash flows from financing activities                              
|Proceeds from the issuance of common stock                         | 82,376    |                  | -         |                   | 129,836   
|Proceeds from the issuance of promissory notes                     | -         |                  | -         |                   | 30,000    
|Proceeds from liabilities to issue common shares                   | 13,029    |                  |           |                   | 13,029    
|Shares issued for amounts due to director                          | (4,544)   |                  |           |                   | (4,544)   
|Settlement of accrued interest on note by issuance of common stock | (2,633)   |                  |           |                   | (2,633)   
|Settlement of promissory notes by issuance of common stock         | (30,000)  |                  | -         |                   | (30,000)  
|Net cash flows provided by financing activities                    | 58,228    |                  | -         |                   | 135,688   
|                                                                   |           |                  |           |                   |            | 
|Increase (Decrease) in cash                                        | 2,890     |                  | (27,578)  |                   | 24,293    
|                                                                   |           |                  |           |                   |            | 
|Cash - beginning of period                                         | 21,403    |                  | 55,014    |                   | -         
|                                                                   |           |                  |           |                   |            | 
|Cash - end of period                                               | $24,294   |                  | $27,436   |                   | $24,294   
|                                                                   |           |                  |           |                   |            | 
|                                                                   |           |                  |           |                   |            | 
|(See accompanying notes to the financial statements)              



---

MCNAB CREEK GOLD CORP

(formerly Parthenon Development Corporation)

(A pre-exploration stage Company)

Notes to Financial Statements

December 31, 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 $54,807 for the nine months ended December 31, 2005 and at December 31, 2005 had an accumulated deficit of $179,685 and a working capital surplus of $1,162.  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 December 31, 2005, and the results of operations and cash flows for the nine months ended December 31, 2005, and for the period February 15, 2001 (Date of Incorporation) to December 31, 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, therefore, 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.



---





MCNAB CREEK GOLD CORP

(formerly Parthenon Development Corporation)

(A pre-exploration stage Company)

Notes to Financial Statements

December 31, 2005

(Stated in US Dollars)

(Unaudited)



2. Mineral Properties  continued

The exploration costs incurred can be summarized as follows:-



|               |      |                    |       |                       |         |                   |        |        
|-------------- | ---- | ------------------ | ----- | --------------------- | ------- | ----------------- | ------ | -------
|February 15,  
|2001 (date of 
|               |      | Three months ended |       | Nine months
    ended |         | incorporation) to
|               |      | December 31,       |       | December
    31,      |         | September 30,    
|               |      | 2005               | 2004  |                       | 2005    | 2004              |        | 2005   
|               |      |                    |       |                       |         |                   |        |        
|Assays         | $617 | $-                 |       | $1,817                | $-      |                   | $1,817
|Consulting fee | -    |                    | 9,300 | -                     |         | 9,300            
|Supplies       | -    |                    | 430   | -                     |         | 430              
|Travel         | -    |                    | 3,227 | -                     |         | 3,227            
|               |      | $617               | $-    |                       | $14,774 | $-                |        | $14,774





3. Related Party Transactions



|                                          |         |           |  |        
|----------------------------------------- | ------- | --------- |  | -------
|December
    31,                          |         | March 31,
|                                          |         | 2005      |  | 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





---

MCNAB CREEK GOLD CORP

(formerly Parthenon Development Corporation)

(A pre-exploration stage Company)

Notes to Financial Statements

December 31, 2005

(Stated in US Dollars)

(Unaudited)





3. Related Party Transactions - continued





At December 31, 2005, the following related party indebtedness was settled by the issuance of 383,760 common shares of the Company at $0.10 cents per share:



|Promissory note payable to the Director of the Company:      | $   30,000
|------------------------------------------------------------ | ----------
|Accrued interest on note payable to Director of the Company: | 3,832     
|Amounts due to Director                                      | 4,544     
|                                                             | $   38,376











---

- 11 -







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 loan proceeds from our management of approximately $30,000.  These loans were converted to shares at $0.10 per share in December, 2005 under Regulation S.  Additionally, in November and December, 2005, management subscribed for an additional private placement of $44,000 at $0.10 per share.  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.



Our cash on hand from private placement proceeds received in November and December, 2005 are sufficient to ensure the Companys continued operations for the next 12 months.



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.  No mining of our properties is contemplated in the foreseeable future and we will have no revenues until our properties are mined.  This will negatively affect the marketability of our shares.



Exploration on the SMH and Roxy Properties will be conducted in phases.  We have completed Phase One of our exploration program on our SMH property.  We will proceed with exploration in a Phase Two program on our SMH property.  Our 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.



Our company has incurred operating losses.  We will be able to continue operations for the next 12 months with cash on hand without the receipt of additional operating funds.  Our company will continue exploration activities on its mining properties over the next 12 months and will not consider an acquisition or merger with a non-mining entity for at least the next 12 months.  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.



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.









---

- 12 -







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



The first stage of our two stage exploration program on our SMH Property was completed in October, 2005.  This program involved a site visit by the Companys consulting geologist, Mr. Michael Sandidge.  Mr. Sandidge spent two days on our SMH Property and collected eight surface rock samples.  The samples were delivered to N.A. Degerstrom Inc. (Degerstrom) of Spokane, Washington for analysis.  Based on the gold and silver assay results obtained from Degerstrom and Mr. Sandidges observations from his site visit to the SMH Property, Mr. Sandidge recommends a phase two exploration program on our SMH Property.  This program will be completed by the end of September, 2006.  Mr. Sandidge has concluded that rocks underlay our SMH Property which may host high angle vein deposits similar to those found throughout the Carlin Trend.  In Mr. Sandidges view, it is possible that favourable carbonate sequences that host the bulk of the gold deposits in the Carlin Trend may occur over the Roberts Mountains thrust.  Based upon the SMH Propertys setting within the Carlin Trend and lithological characteristics, the property warrants further work.



The following costs were incurred in completing our phase one exploration program on the SMH Property:



Airfare
      $526Truck Rental
      $450Fuel
      $350Meals
      $350Hotel
      $550Professional Services
      $4,100Assays
      $680Maps
      $200Report
      $800Total
      $7,030




Proposed Stage 2 Exploration Program



The results of the Phase I exploration program carried out on the SMH Property by Mr. Sandidge and his review of material provided regarding previous exploration are sufficiently encouraging to justify our company undertaking a concerted, systematic Phase 2 exploration program on the SMH Property.  Our Phase 2 work will include:

1.

VLF-EM and TEM surveys to locate and define the faults and their association with the Roberts Mountain Thrust.

2.

Detailed geological mapping of the property at a scale of 1:500.

3.

Compilation of all previous soil and rock chip sampling into a digitized database resulting in maps that may outline or define gold anomalies.

4.

Collection of 200 rock and chip samples from outcrop and pits.



Proposed Preliminary Phase 2 Budget



The budget (in US Dollars) for the phase II program recommended above is estimated as follows:









---

- 13 -





Geological Mapping
      $7,000Soil and Rock Chip Sampling (200 samples @$25/sample)
      $5,000VLF-EM and TEM survey (20 line kms @$500/km)
      $10,000Transportation, Accommodations and Meals
      $4,000Subtotal
      $26,000Contingency (10%)
      $2,600TOTAL
      $28,600




This program will be completed by the end of September, 2006.  No mining of our properties is contemplated in the foreseeable future and we will have no revenues until our properties are mined.  This will negatively affect the marketability of our shares.



ROXY PROSPECT - Plan of Operation



In light of phase one exploration results from the Companys SMH Property and the proposed Phase 2 program on that property, management has determined that it will delay the following phase one exploration program on the Roxy Property until at least September, 2006.



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.



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







---

- 14 -







|                    |        
|------------------- | -------
|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 the end of 2006.



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 converted $38,376 of debt into shares of the Company at $0.10 per share in December, 2005.  Management also subscribed for an additional $44,000 private placement at $0.10 per share.  These funds will ensure that the Company is able to continue its operations for at least the next 12 months.



No mining of our properties is contemplated in the foreseeable future and we will have no revenues until our properties are mined.  This will negatively affect the marketability of our stock.



Description of Our Exploration Properties



SMH prospect



Location and Access



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



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



·

Erect four corner locations monuments and one location monument

·

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

·

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



Table 1.







---

- 15 -









|           |                  
|---------- | -----------------
|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        



Item 3 - 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 December 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 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







---

- 16 -









In December, 2005, we sold 383,760 shares at $0.10 per share to one subscriber.  This issuance of shares is a conversion of the Issuers indebtedness owed to Kenneth Townsend, our C.E.O. and President, in the amount of US$38,376.00 as of September 30, 2005.  This purchaser is not a U.S. person 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).  This subscriber acknowledged 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).



Also in November and December, 2005, we sold 440,000 common shares at $0.10 per share to four (4) subscribers under Regulation S.  All of these subscribers were friends, relatives or business associates of management and accordingly not members of the public.  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).



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



None



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:  February 28, 2006

Per:

/s/Kenneth G. Townsend

Kenneth G. Townsend,

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