UNITEDSTATES

SECURITIESAND 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 DECEMBER 31, 2006

Commissionfile Number: 0-50915

MCNAB CREEKGOLD CORP.

(Exact nameof small business issuer as specified in its charter)

 

Nevada

(State orother 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 ofprincipal executive offices)

 

(604)669-9330

(Issuer'stelephone number)

 

Check whether the issuer (1) filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act during the past 12 months (or for suchshorter 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 definedin 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 ofcommon equity, as of the latest practicable date: 

36,259,200 common shares as at February 1, 2006

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, 2006 and December 31, 2006

Statements of Operations for the nine months ended December 31, 2006        and 2005, the three months ended December 31, 2006 and 2005 and the        period from February 15, 2001 to December 31, 2006Statements of Cash        Flows for the nine months ended December 31, 2006 and 2005 and for the        period February 15, 2001 to December 31, 2006

Notes to the 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.

(An exploration stagecompany)

 

Interim FinancialStatements

(Expressed in U.S.Dollars)

 

December 31, 2006

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Index

Balance Sheets

Statements of Operations

Statements of Cash Flows

Notes to the Financial Statements

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**MCNABCREEK GOLD CORP.**

(Anexploration stage company)

 

NOTES TO THEINTERIM FINANCIAL STATEMENTS

December 31,2006

(Expressedin U.S. Dollar)

(Unaudited)
 

 
**1. Nature and Continuance of Operations**
The Company was formed on February 15, 2001 under the laws ofthe State of Nevada, USA and commenced operations at that time. The Company'smineral interests are in the exploration stage. The financial statements arepresented in US dollars and have been prepared by management in accordance withgenerally accepted accounting principles in the United States ("US GAAP") on agoing concern basis, which contemplates the realization of assets and thedischarge of liabilities in the normal course of business for the foreseeablefuture.

During the nine months ended December 31, 2006, the Companyincurred a loss of $77,326 and at December 31, 2006 had an accumulated deficitof $311,740 and a working capital surplus of $39,470.  The ability of theCompany to continue as a going concern is uncertain and dependant upon achievinga profitable level of operations and on the ability of the Company to obtainnecessary financing to fund ongoing operations.  The outcome of these matterscannot be predicted at this time.

These financial statements do not give effect to anyadjustments which would be necessary should the Company be unable to continue asa going concern and therefore be required to realize its assets and dischargeits liabilities in other than the normal course of business and at amountsdifferent from those reflected in the accompanying financial statements.

The Company has not generated any operating revenues to date. Managementbelieves that the Company has adequate funds to carry on operations for theupcoming fiscal year but intends to obtain additional funding from privateplacements and by borrowing from directors and officers, who have agreed tocontribute up to $50,000 as non-interest bearing loans.
**Unaudited Interim Financial Statements**
The accompanying unaudited interim financial statements havebeen prepared in accordance with generally accepted accounting principles in theUnited States ("US GAAP") for interim financial information and with theinstructions to Form 10-QSB of Regulation S-B. They may not include allinformation and footnotes required by US GAAP for complete financial statements.However, except as disclosed herein, there has been no material changes in theinformation disclosed in the notes to the financial statements for the yearended March 31, 2006 included in the Company's Form 10-KSB filed with theSecurities and Exchange Commission. The interim unaudited financial statementsshould be read in conjunction with those financial statements included in theForm 10-KSB. In the opinion of Management, all adjustments considered necessaryfor a fair presentation, consisting solely of normal recurring adjustments, havebeen made. Operating results for the period ended December 31, 2006 are notnecessarily indicative of the results that may be expected for the year endingMarch 31, 2007. 
****
**MCNAB CREEK GOLDCORP.**

(An exploration stagecompany)

 

NOTES TO THE INTERIMFINANCIAL STATEMENTS

December 31, 2006

(Expressed in U.S.Dollar)

(Unaudited)
 

 
**2.  Equipment****December 31, 2006
 **March 31, 2006******Cost **Accumulated Amortization **Net Book Value ** ****Cost **Accumulated Amortization **Net Book Value 
$ 432 
$ 348 
$ 84 ** **
$ 432 
$ 233 
$ 199 **3.  Due to Director**
The amount due to a director of $13,030 at December 31, 2006and March 31, 2006 is unsecured, non-interest bearing and has no specific termsfor repayment.
**4.  Common Stock**
During the nine months ended December 31, 2006, the Companyentered into the following stock related transactions:

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

b) The Company retained Wannigan Capital Corp. ("Wannigan")    to provide consulting services. The Company issued to Wannigan 100,000 at a    price of $0.10/share (post forward split) of its $0.0001 par value common    shares as compensation.

c) The Company received $49,747 as common stock    subscribed towards the issuance of 500,000 (post forward split) shares of    common stock at a price of $0.10 per share. As of December 31, 2006 these    shares had not been issued. The shares were issued subsequent to December    31, 2006.

d) During the nine months ended December 31, 2006, the    Company issued 400,000 of its $0.0001 par value common shares for a price of    $0.25 per share for total proceeds of $100,000. The shares were issued by    way of a private placement during the month of December 2006. The Company    also issued 1 share purchase warrant for each of the 400,000 common shares    issued. The warrants provide an option to purchase an additional 400,000    shares at a price of $0.50 per share until December 15, 2008. 

The common shares of the Company are all of the same class,are voting and entitle stockholders to receive dividends. Upon liquidation orwind-up, stockholders are entitled to participate equally with respect to anydistribution of net assets or any dividends which may be declared.
**MCNAB CREEK GOLD CORP.

(An exploration stagecompany)

 

NOTES TO THE INTERIMFINANCIAL STATEMENTS

December 31, 2006

(Expressed in U.S.Dollar)

(Unaudited)
 

 

4. Common Stock (continued)

Additional Paid-In Capital

The excess of proceeds received for shares of common stockover their par value of $0.0001, less share issue costs, is credited toadditional paid-in capital.
**5.  Donated Capital**
The Company records transactions of commercial substance withrelated parties at fair value as determined with management. Effective April 1,2006, the Company recognizes donated services to officers of the Company forrent, valued at $500 per month, totalling $1,500 ($Nil - December 31, 2005) forthe three months ending December 31, 2006 and $4,500 ($Nil - December 31, 2005)for the nine months ending December 31, 2006.
**6.  Related Party Transactions**
The Company entered into a consulting agreement, dated July1, 2006, with Spectre Investments Inc. ("Spectre"), a company related to afamily member of the President of the Company. Spectre provides consultingservices to public companies and will be paid a fee of US $5,000 per month overa period of 2 years. The consulting agreement can be terminated within 30 daysnotice. 
**7.  Segmented Information**
The Company's business is operating in one segment, being thelocating and exploration of mineral properties, and in one geographical area,the USA.
**8.  Income Taxes**
At December 31, 2006, the Company has accumulated non-capitalloss carry-forwards of approximately $278,000, which are available to reducetaxable income in future taxation years. These losses expire beginning 2026. Dueto the uncertainty of realization of these loss carry-forwards, a full valuationallowance had been provided for this deferred tax asset.
**9.  Subsequent Events**
Subsequent to December 31, 2006, the Company issued 500,000shares at a price of $0.10 per share (Note 4(c)).**PLAN OF OPERATIONS**
During the period September, 2003 to March, 2004, we sold 964,200 shares in aprivate placement raising proceeds of approximately $47,460. We have receivedloan proceeds from our management of approximately $30,000. These loans wereconverted to shares at $0.10 per share in December, 2005. Additionally, inNovember and December, 2005, management subscribed for an additional privateplacement of $44,000 at $0.10 per share. The proceeds obtained from thesefinancings are allowing us to complete our stage one exploration programs on theSMH Property and the Roxy Prospect. It is unlikely that we will need to raiseadditional funds in the next 12 months. Our existing funds will also cover ourgeneral and administrative expenses for at least the next 12 months. In theevent additional funds are required, management will seek private placementsubscriptions or will loan additional proceeds to the Company. We currently haveno written or oral agreements to loan funds to the Company.

Subsequent to the year ended March 31, 2006 management decided to discontinueholding an interest in the Roxy Property. In addition, the Company was unable tore-stake the SMH claims since these had expired and staked by another party.Currently, the Company is actively engaged in identifying and evaluating anacquistion.

 
**Item 3 - Controls and Procedures**
As required by Rule 13a-15 under the Exchange Act, as of the end of theperiod covered by this report, being December 31, 2006, we have carried out anevaluation of the effectiveness of the design and operation of our company'sdisclosure controls and procedures. This evaluation was carried out under thesupervision and with the participation of our management, including ourpresident and chief executive officer. Based upon that evaluation, our presidentand chief executive officer concluded that our disclosure controls andprocedures are effective as of the end of the period covered by this report.There have been no significant changes in our internal controls over financialreporting that occurred during our most recent fiscal quarter that havematerially affected, or are reasonably likely to materially affect our internalcontrols over financial reporting.**
Disclosure controls and procedures are controls and other procedures that aredesigned to ensure that information required to be disclosed in our company'sreports filed or submitted under the Exchange Act is recorded, processed,summarized and reported, within the time periods specified in the Securities andExchange Commission's rules and forms. Disclosure controls and proceduresinclude, without limitation, controls and procedures designed to ensure thatinformation required to be disclosed in our reports filed under the Exchange Actis accumulated and communicated to management, including our president and chiefexecutive officer as appropriate, to allow timely decisions regarding requireddisclosure.

 

 
**PART II

OTHER INFORMATION**
Item 1. LEGAL PROCEEDINGS

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

Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In December, 2005, we sold 383,760 shares at $0.10 per share to onesubscriber. This issuance of shares is a conversion of the Issuer's indebtednessowed to Kenneth Townsend, our C.E.O. and President, in the amount ofUS$38,376.00 as of September 30, 2005. This purchaser is not a U.S. person asdefined in Rule 902(k) of Regulation S, and no sales efforts were conducted inthe U.S., in accordance with Rule 903(c). This subscriber acknowledged that thesecurities purchased must come to rest outside the U.S., and the certificatescontain a legend restricting the sale of such securities until the Regulation Sholding 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 $0.10per share to four (4) subscribers under Regulation S. All of these subscriberswere friends, relatives or business associates of management and accordingly notmembers of the public. None of the offerees or purchasers are U.S. persons asdefined in Rule 902(k) of Regulation S, and no sales efforts were conducted inthe U.S., in accordance with Rule 903(c). Subscribers to the offeringacknowledge that the securities purchased must come to rest outside the U.S.,and the certificates contain a legend restricting the sale of such securitiesuntil the Regulation S holding period is satisfied in accordance with Rule903(b)(3)(iii)(A).

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

In April 2006 the Company sold 442,900 (post forward split) shares of commonstock at a price of $0.10 per share. The subscriber was a friend, relative orbusiness associates of management and accordingly not a member of the public. The offeree or purchaser is not a U.S. person as defined in Rule 902(k) ofRegulation S, and no sales efforts were conducted in the U.S., in accordancewith Rule 903(c).  Subscribers to the offering acknowledge that the securitiespurchased must come to rest outside the U.S., and the certificates contain alegend restricting the sale of such securities until the Regulation S holdingperiod is satisfied in accordance with Rule 903(b)(3)(iii)(A).

On November 13, 2006 the Company sold 400,000 (post forward split) shares ofcommon stock at a price of $0.25 per share carrying a warrant that allows thesubscriber to purchase 400,000 additional shares of the Company's common sharesat a price of $0.50 for a period of two years. The offeree or purchaser is not aU.S. person as defined in Rule 902(k) of Regulation S, and no sales efforts wereconducted in the U.S., in accordance with Rule 903(c).  Subscribers to theoffering acknowledge that the securities purchased must come to rest outside theU.S., and the certificates contain a legend restricting the sale of suchsecurities until the Regulation S holding period is satisfied in accordance withRule 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 registrantcaused this report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

**                                                                       MCNAB CREEK GOLD CORP.**
Dated: February 14, 2006                                Per:   ***/s/ Kenneth G. Townsend***

                                                                               Kenneth G. Townsend,

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

 

 

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