10QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006

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 [X  ]    No [ ]

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

  35,859,200 common shares as at September 30, 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, 2006 and September 30, 2006

Statements of Operations for the six months ended September 30, 2006 and 2005 and the period from February 15, 2001 (Inception) to September 30, 2006

Statement of Stockholders' Equity (Deficiency) for the period February 15, 2001 (Inception) to September 30, 2006

Statements of Cash Flows for the six months ended September 30, 2006 and 2005 and for the period from February 15, 2001 (Inception) to September 30, 2006

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.

(An exploration stage company)

Interim Financial Statements

(Expressed in U.S. Dollars)

September 30, 2006

(Unaudited)

Index

Balance Sheets

Interim Statements of Operations

Statement of Stockholders' Equity (Deficiency)

Interim Statements of Cash Flows

Notes to the Interim Financial Statements

MCNAB CREEK GOLD CORP.

(An exploration stage company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

September 30, 2006

(Expressed in U.S. Dollars)

(Unaudited)

1. Nature and Continuance of Operations

The Company was formed on February 15, 2001 under the laws of the State of Nevada, USA and commenced operations at that time. The Company's mineral interests are in the exploration stage. The financial statements are presented in US dollars and have been prepared by management in accordance with generally accepted accounting principles in the United States ("US GAAP") on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

The Company has incurred a loss of $43,607 during the six months ended September 30, 2006 and at September 30, 2006 has an accumulated deficit of $278,021 and has a working capital deficiency of $28,348.  The ability of the Company to continue as a going concern is uncertain and dependant upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations.  The outcome of these matters cannot be predicted at this time.

These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

The Company has not generated any operating revenues to date. Management believes that the Company has adequate funds to carry on operations for the upcoming fiscal year but intends to obtain additional funding by borrowing from directors and officers, who have agreed to contribute up to $50,000 as non-interest bearing loans, and through private placements.

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP") for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They may not include all information and footnotes required by US GAAP for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended March 31, 2006 included in the Company's Form 10-KSB filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the period ended September 30, 2006 are not necessarily indicative of the results that may be expected for the year ending March 31, 2007.

MCNAB CREEK GOLD CORP.

(An exploration stage company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

September 30, 2006

(Expressed in U.S. Dollars)

(Unaudited)

2. Significant Accounting Policies

Principles of Accounting

These financials statements are stated in US dollars and have been prepared in accordance with US GAAP.

Mineral Property Interests

Under US GAAP mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are accounted for as tangible assets using the guidance in EITF 04-02 "Whether Mineral Rights are Tangible or Intangible Assets". Management reviews the carrying value of mineral property costs for impairment whenever circumstances could indicate that the carrying amount may not be recoverable. To date, the Company has impaired all acquisition costs of exploration properties pending results of its exploration work indicating the existence and recoverability of mineral resources.

(c) Accounting Estimates

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

(d) Loss per Share

Loss per share is computed using the weighted average number of shares outstanding during the period.  Diluted loss per share is equivalent to basic loss per share because there are no dilutive securities. Loss per share for the period ended September 30, 2005 has been adjusted to reflect the 20:1 forward split of the Company's common shares effective April 30, 2006 (Note 5).

(e) Foreign Currency Translation

The Company considers the US dollar as its functional currency.

At the transaction date, each asset, liability, revenue and expense is translated into US dollar equivalents by the use of the exchange rate in effect at that date.  At period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date.  The resulting foreign exchange gains and losses are included in operations.

(f) Equipment

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

MCNAB CREEK GOLD CORP.

(An exploration stage company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

September 30, 2006

(Expressed in U.S. Dollars)

(Unaudited)

2. Significant Accounting Policies (cont'd...)

(g) Fair Value of Financial Instruments

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments.  As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision.  Changes in assumptions can significantly affect estimated fair values.

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair value. These financial instruments include cash, accounts payable and accrued liabilities and due to a director. Fair values were assumed to approximate carrying values for these financial instruments, since they are short term in nature.  Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.  The Company is operating outside of the United States of America and has exposure to foreign currency risk due to the fluctuation of the currency in which the Company operates and the US dollars. The Company does not use any hedging instruments.

(h) Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method.  Under this method, deferred tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

(i) Long-Lived Assets Impairment

The carrying value of long-lived assets with fixed or determinable lives are reviewed for impairment whenever events or changes in circumstances indicate the recoverable value may be less than the carrying amount. Recoverable value determinations are based on management's estimates of undiscounted future net cash flows expected to be recovered from specific assets or groups of assets through use or future disposition. Impairment charges are recorded in the period in which determination of impairment is made by management.

Assets with indefinite or indeterminable lives are not amortized and are reviewed for impairment on a reporting basis using fair value determinations through management's estimate of recoverable value.

(j) Asset Retirement Obligations

The Company recognizes a liability for future retirement obligations associated with the Company's mineral properties.  The estimated fair value of the assets retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted rate.  This liability is capitalized as part of the cost of the related asset and amortized over its

MCNAB CREEK GOLD CORP.

(An exploration stage company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

September 30, 2006

(Expressed in U.S. Dollars)

(Unaudited)

2. Significant Accounting Policies (cont'd...)

(j) Asset Retirement Obligations (cont'd...)

productive life.  The liability accretes until the Company settles the obligation.  As of September 30, 2006 and March 31, 2006, the Company had no asset retirement obligation.

(k) Stock-based Compensation

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment", which replaced SFAS No. 123, "Accounting for Stock-Based Compensation" and superseded APB Opinion No. 25, "Accounting for Stock Issued to Employees". In January 2005, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 107, "Share-Based Payment",

which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R. The pro-forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition provisions include prospective and retroactive adoption methods. Under the retroactive method, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company has adopted the requirements of SFAS No. 123R which did not have any impact on the financial statements as, to date, the Company has not granted any stock options or any other share based payments.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force in Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling Goods or Services" ("EITF 96-18").  Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable.  The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

MCNAB CREEK GOLD CORP.

(An exploration stage company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

September 30, 2006

(Expressed in U.S. Dollars)

(Unaudited)

2. Significant Accounting Policies (cont'd...)

(l) Risk management:

Environmental risk:

The Company is engaged in mineral exploration and development and is accordingly exposed to environmental risks associated with mineral exploration activity. The Company is currently in the initial exploration stages on its property interests and has not determined whether significant site reclamation costs will be required. The Company would only record liabilities for site reclamation when reasonably determinable and when such costs can be reliably quantified.

The Company is not exposed to significant interest rate or credit risk.

(m) Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a significant effect on the Company's future reported financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006.  This adoption of this statement is not expected to have a significant effect on the Company's future reported financial position or results of operations.

MCNAB CREEK GOLD CORP.

(An exploration stage company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

September 30, 2006

(Expressed in U.S. Dollars)

(Unaudited)

2. Significant Accounting Policies (cont'd...)

(m) Recent Accounting Pronouncements (cont'd...)

In September 2006, FASB issued SFAS No. 157, "Fair Value Measures" ("SFAS No. 157"). This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for the Company would be its fiscal year beginning April 1, 2008. The Company is currently evaluating the impact of SFAS No. 157 but does not expect that it will have a material impact on its financial statements.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans." This Statement requires an employer to recognize the over funded or under funded status of a defined benefit post retirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.  SFAS No. 158 is effective for fiscal years ending after December 15, 2006. The Company does not expect that the implementation of SFAS No. 158 will have any material impact on its financial position and results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements." SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a material effect on its financial statements.

Equipment

June 30, 2006			March 31, 2006
Cost	Accumulated Amortization	Net Book Value	Cost	Accumulated Amortization	Net Book Value
$       432	$           312	$        120	$        432	$        233	$       199

MCNAB CREEK GOLD CORP.

(An exploration stage company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

September 30, 2006

(Expressed in U.S. Dollars)

(Unaudited)

4. Due to Director

The amount due to a director of $13,030 at September 30, 2006 and March 31, 2006 is unsecured, non-interest bearing and has no specific terms for repayment.

5. Common Stock

During the six months ended September 30, 2006, the Company entered 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.

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.

The Company issued 500,000 (post forward split) shares of common stock at a price of $0.10 per share. Proceeds of $253 are receivable at September 30, 2006.

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

Additional Paid-In Capital

The excess of proceeds received for shares of common stock over their par value of $0.0001, less share issue costs, is credited to additional paid-in capital.

6. Donated Capital

The Company records transactions of commercial substance with related parties at fair value as determined with management. Effective April 1, 2006, the Company recognizes donated services to officers of the Company for rent, valued at $500 per month, totalling $1,500 ($Nil - September 30, 2005) for the three months ending September 30, 2006 and $3,000 ($Nil - September 30, 2005) for the six months ending September 30, 2006.

Related Party Transactions

The Company entered into a consulting agreement, dated July 1, 2006, with Spectre Investments Inc. ("Spectre"), a company related to a family member of the President of the Company. Spectre provides consulting services to public companies and will be paid a fee of US $5,000 per month for a period of 2 years. The consulting agreement can be terminated within 30 days notice.

MCNAB CREEK GOLD CORP.

(An exploration stage company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

September 30, 2006

(Expressed in U.S. Dollars)

(Unaudited)

8. Segmented Information

The Company's business is operating in one segment, being the locating and exploration of mineral properties, and in one geographical area, the USA.

9. Income Taxes

At September 30, 2006, the Company has accumulated non-capital loss carry-forwards of approximately $278,000, which are available to reduce taxable income in future taxation years. These losses expire beginning 2026. Due to the uncertainty of realization of these loss carry-forwards, a full valuation allowance had been provided for this deferred tax asset.

Item 2. Plan of Operations

We are a junior mineral exploration company. We seek to explore our mineral interests in the SMH Property located in Eureka County, Nevada. Subsequent to the year ended March 31, 2006, management decided to discontinue holding an interest in the Roxy Prospect located in Pershing County, Nevada. We will be exploring the SMH claims in phases. Our proposed work program is set out in detail under the Plan of Operation section.

The Company's acquisition of its SMH Property and Roxy Property were negotiated at arm's length with Mr. E.L. Hunsaker III before he became a director of the Company. However, in view of a potential conflict of interest in Mr. Hunsaker remaining as a director of the Company, he has resigned his position as a director of the Company and has been replaced by Mr. Christopher R. Verrico.

The SMH 31-50 claims were transferred to McNab Creek Gold Corporation by virtue of a Quitclaim Deed executed in January 2004 by Scoonover Exploration LLC of Elko, Nevada. E.L. Hunsaker III, is a managing member of Scoonover Exploration LLC (Scoonover Exploration a Nevada Limited Liability Company).  The claims were acquired for the consideration of $3,500; with a 2.5% net smelter return royalty retained by Scoonover (the 2.5% net smelter return royalty was sold to Golden Patriot Corp., of which E.L. Hunsaker III is also a director). The SMH quitclaim is recorded in Eureka County Nevada Book 374, Page 001-003.

The Roxy 1-8 claims were transferred to McNab Creek Gold Corporation by virtue of a Quitclaim Deed executed in July 2004 by Scoonover Exploration LLC of Elko, Nevada. E.L. Hunsaker III, is a managing member of Scoonover Exploration LLC (Scoonover Exploration a Nevada Limited Liability Company).  The claims were acquired for the consideration of $3,500; with a 2.5% net smelter return royalty retained by Scoonover (the 2.5% net smelter return royalty was sold to Golden Patriot Corp., of which E.L. Hunsaker III is also a director). The Roxy quitclaim is recorded in Pershing County Nevada Book 384, Page 740-742. Subsequent to the year ended March 31, 2006, management decided to discontinue holding an interest in the Roxy Prospect.

There is no assurance that a commercially viable mineral deposit exists on any one of our properties. Extensive exploration will be required before we can make a final evaluation as to the economic and legal feasibility of any potential deposit.

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. Company is currently in the process of re-staking these claims.

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.

Claim Name	BLM Serial Number
SMH 31	NMC925335
SMH 32	NMC925336
SMH 33	NMC925337
SMH 34	NMC925338
SMH 35	NMC925339
SMH 36	NMC925340
SMH 37	NMC925341
SMH 38	NMC925342
SMH 39	NMC925343
SMH 40	NMC925344
SMH 41	NMC925345
SMH 42	NMC925346
SMH 43	NMC925347
SMH 44	NMC925348
SMH 45	NMC925349
SMH 46	NMC925350
SMH 47	NMC925351
SMH 48	NMC925352
SMH 49	NMC925353
SMH 50	NMC925354

Accessibility and Physiography

The SMH Prospect is reached by driving approximately 22 miles west on U.S. Interstate Highway 80 to Carlin, Nevada, then 41 miles south on Nevada State Highway 278 to Mineral Hill Road then approximately 4.8 miles east to the Aiken Canyon access road and 3.4 miles southeast to the property.

The SMH Property is accessible by a combination of paved roads and all weather gravel roads from Carlin in the north and from Eureka in the south. Both towns are the nearest population centers. Exploration trails abound in and around the Carlin and Battle Mountain areas while in areas of moderate and rolling topography, most places are negotiable by 4x4 vehicles even in the absence of roads. Within the property itself, the topography is moderate, rising from 6,650 ft on the southwestern part of the property to 7,000 ft on the northeastern part of the property. The climate is arid giving rise to sparse vegetation and generally stunted plant growth.

History

Most previous work completed on the SMH Property involved geologic mapping, soil and rock chip sampling, trenching, test pitting and reverse circulation drilling. The latest work carried out on the property was rock chip sampling by both Newmont Explorations and later by Independence Mining in 1999.

Cominco owned a large block of land in the Sulphur Spring range that included the SMH ground. Of four drill holes completed by Cominco in the area in 1988, two holes, MHS-1 and MHS-4 were located on the SMH Property. Only the data on MHS-4 is available which shows no detectable gold.

Following the Cominco drilling, the Dickenson-Nevada J.V. partners made up of Reserve Industries Corporation, Precambrian Exploration and Dickenson Mines Limited operated the WHY claims and collected 183 soil samples of which 118 samples came from several disparate lines and 65 samples came from a claim post-based soil grid (i.e. 600 x 750 feet spacing). Assays from these samples were rather low for gold but trace elements did identify several prospective targets.

Asamera leased the WHY claims from Dickenson - Nevada J.V. in August, 1990 and initiated a ten-hole AIRTRAC drilling program along with backhoe trenching, geochemical rock chip sampling and sagebrush biogeochemical sampling. Asamera to 36 rock chip samples in three trenches and drilled a 500-foot drill hole on the eastern side of the property. Data from this hole is not available.

All of the Asamera AIRTRAC drill holes were shallow, from 35 to 50 feet. Only one of the holes (WHY -2) intersected any significant mineralisation - 0.013opt Au from 5-35 feet in jasperoid along the north-south fault.

Sagebrush sampling identified three low-grade multi element and gold anomalies in the south central part of the WHY claim group. Two of the anomalies trend east-west across the roughly north-south stratigraphic trend of the lithologies and cut across several lithologic units.

In August, 1992, AUR leased the WHY claims from Reserve Industries who was acting on behalf of the Dickenson - Nevada J.V. partners. In the same year of acquisition, AUR completed three trenches and an unspecified number of test pits. A total of 61 rock chip and 9 soil samples were collected. No significant assays resulted from the trench and test pit sampling.

Between July and August, 1993, AUR drilled 3,935 feet in nine reverse circulation drill holes using a tire-mounted Ingersol-Rand TH100 rig.

Regional Setting

The SMH Property is situated between the Carlin and the Battle Mountain - Eureka structural trends. The rocks that host gold in the Carlin and Battle Mountain areas are present in the SMH Property. The Carlin and Battle Mountain trends are parallel northwesterly alignments of gold and silver deposits stretching between 60 to 70 kilometers. Geophysical studies indicate that both trends lie along ancient zones of crustal weaknesses resulting in fault zones extending deep into the earth's mantle providing conduits for sustained hydrothermal gold mineralisation. In most deposits, microscopic gold is hosted in Paleozoic carbonate rocks, most particularly, the upper units of the Roberts Mountains Formation.

Property Geology

Units of the Vinini Formation primarily underlie the SMH property. Previous work has subdivided the formation into separate sedimentary units comprising laminated silty limestone (Ovll), massive limestone (Ovl), black thinly bedded chert (Ovc), grey siliceous shale, siltstone and chert (Ovs), Quartzite (Ovq) and argillaceous mudstone and siltstone (Ovm). The Vinini Formation (western assemblage rocks) is the fault contact with the Robert Mountains Formation of the (eastern assemblage rocks). Previous drilling and sampling close to the fault returned anomalous gold values.

ROXY PROSPECT

Location and Access

The Roxy Prospect is located in un-surveyed Sections 5, 6, 7, and 8, of T27N, R38E, and MDB&M as shown in Figure 1. The area is within the southeastern portion of the Kennedy Mining District in the State of Nevada. The land package consists of eight unpatented lode claims (NMC860160 to NMC860167) along the eastern margin of the southern East Range.

Access is via I-80 to Winnemucca, Nevada, thence south along Grass Valley road, approximately 55 miles through Grass Valley, past the Gold Bank Hills, through Pleasant Valley, almost to McKinney Pass. The Property lies approximately three miles west of the main dirt road and two miles north of McKinney pass. Access may also be gained via I-80 to Battle Mountain. Follow State Road 305 southwest, turning west onto Lander County Road that goes past Battle Mountain Gold's Copper Canyon operations. This road turns to gravel past the mine entrance and heads thorough Buffalo and Dixie valleys, around the south end of the Tobin Range, thence north along Spring Creek through the Sou Hills, to the south end of Pleasant Valley, again almost to McKinney Pass. Subsequent to the year ended March 31, 2006, management decided to discontinue holding an interest in the Roxy Prospect

History

Discovery of silver-gold ore occurred in what would become the Kennedy District in 1891. The discovery and development, in 1893, of the Imperial and Gold Note mines brought around 500 hopeful prospectors to the area. The Kennedy District produced almost 85,000 ounces of silver, more than 3,900 ounces of gold, plus 62,439 pounds of copper and 101,479 pounds of lead, between 1903 and 1950. Production came primarily from north and northwest trending quartz veins. The early mines in the district produced free-milling gold-silver ores from oxidized portions of the veins. Ores were processed through a 20-stamp mill. Subsequent production came from lessees who produced small shipments of gold-silver ore. According to NBM&G Bulletin 89 Geology and Mineral Deposits of Pershing County, Nevada (Johnson, 1977), mines of the district ". . . operated intermittently until 1950, but the greatest period of development and productivity was between 1893 and 1905."

Geology

A large Triassic granitic pluton, cut on its northern margin by a Tertiary granodiorite, dominates the geology of the Kennedy District. These stocks intrude Paleozoic Pumpernickel and Havallah formations and Mesozoic Koipato Group rocks. Mapping compiled by Johnson (1977) reveals a north verging thrust emplacing undifferentiated Pennsylvanian-Permian Pumpernickel Formation westward over Triassic metavolcanics of the Koipato Group. Carbonates may also comprise part of the lower plate of the thrust.

Mineralization and Geochemistry

The north-central Nevada region, around the SMH Properties, has a long history of mining activity. The majority of the jobs in the northern Nevada counties (Lander, Humboldt, Eureka, and Elko) are associated with the mining industry. Heavy equipment and operators are available from several sources in the local area. The nearby towns have extensive support and equipment availability. Skilled and experienced manpower is readily available in the local area.

Competitors

Historically, the State of Nevada has been rich in mineral reserves. Areas of Nevada have been explored and in some cases staked through mineral exploration programs. Large areas remain unstaked and areas reopen as claims expire. The cost of staking and re-staking new mineral claims and the costs of most phase one exploration programs are relatively modest. In many more prospective areas, extensive literature is readily available with respect to previous exploration and development activities. These facts make it possible for a junior mineral exploration company such as ours to be very competitive with other similar companies. In the case of the properties which we currently own, we purchased them inexpensively from another junior mineral exploration company. We are in competition with hundreds of other junior exploration companies who are evaluating and re-evaluating prospective mineral properties in the State of Nevada.

In effect, we are also competitive with senior companies who are doing grass roots exploration. In the event our exploration activities uncover prospective mineral showings, we anticipate being able to attract the interest of better financed industry partners to assist on a joint venture basis in more extensive exploration. We are at a competitive disadvantage compared to established mineral exploration companies when it comes to being able to complete extensive exploration programs on claims which we hold or may hold in the future. If we are unable to raise capital to pay for extensive claim exploration, we will be required to enter into joint ventures with industry partners which will result in our interest in our claims being substantially diluted.

Unless we conclude an aggressive property acquisition program which carries work commitments, we will be able to continue operating on modest cash reserves for the next 18 months. We currently have cash on hand of $7,668. Management of the Company has committed up to $50,000 in loan proceeds to ensure that the Company is able to continue its operations for at least the next 12 months.

Governmental Regulations

We are not in a business which requires government approval for principal products or services. In the event mining claims which we own or which we acquire in the future prove to host viable ore bodies, we would be required to apply for numerous government approvals in order to commence mining. All costs to obtain the necessary government approvals would be factored into technical and viability studies in advance of a decision being made to proceed with development of an ore body.

The mining industry in the United States is highly regulated. We have hired Mr. Michael H. Sandidge as a mining exploration consultant. Mr. Sandidge has extensive industry experience and is familiar with all government regulations respecting the initial acquisition early exploration of mining claims in Nevada. The mining consultants who we retain have extensive industry experience and are familiar with all government regulations respecting the initial acquisition and early exploration of mining claims in Nevada. We are unaware of any proposed or probable government regulations which would have a negative impact on the mining exploration industry in Nevada. We propose to adhere strictly to the regulatory framework which governs mining operations in Nevada.

Research and Development

We have not expended any funds on research and development activities and do not expect to do so in the foreseeable future.

Employees

We currently have one full time employee, namely Kenneth Townsend, our President, C.F.O. and director. The time spent by this employee on our business is directly proportional to our level of activity on a month to month basis. Mr. Townsend typically spends 50 to 100 hours per month on our business.

We employ Mr. Michael Sandidge as a consultant to our company. Mr. Sandidge is a registered professional geologist in the state of Washington with a MS degree in geology from University of Texas at El Paso and an undergraduate degree in geology from University of Washington. His work experience includes researching and consulting from 1982 to present. He worked on several projects while an undergraduate and graduate student, they included investigating the petroleum potential of the Overthrust Belt of southwestern United States and northern Mexico, structural interpretation of the Kootenay Arc of southern British Columbia, Canada, structural and intrusive history of the Central Coastal Plutonic Province, western British Columbia, Canada, tectonic evaluation and metallogenic potential of the Lake Baikal and Tien Shan regions of the former Soviet Union, and the tectonic and metallogenic evolution of the Xolapa Complex of southern Mexico. He worked as a consultant in both exploration and environmental programs in Arizona (AZCO Mining Company, 200Mt Sanchez copper deposit) and northern Mexico from 1993-1994, environmental and resource expansion in Arizona (Phelps Dodge Corporation, Morenci Mine) in 1995, precious metal potential of northern Argentina (Homestake/Argentina Gold Corporation) in 1996, regional reconnaissance and precious metal potential of the Maricunga Belt and structural evaluation of the 1.2Bt Cerro Casale deposit (Bema Gold) in 1996, project management and precious metal potential of the Andacollo Project (Sierra La Plata Corporation) in 1997, regional platinum group minerals (PGM) evaluation of the Kola Peninsula (Outukumpu) in 1997, epithermal precious metal potential in Far East Russian Federation (Cyprus/AMAX/Far East Geological Institute) in 1998. Presently, Michael Sandidge is VP of Exploration for West Hawk Development Corporation, a publicly listed, Toronto Stock Exchange Venture Exchange, based in Vancouver, British Columbia, Canada.

On May 10, 2006 the Company entered into a six- month Consulting Agreement with Wannigan Capital Corp. to provide assistance in its day-to-day operations. Specifically, they assist in interaction with the Company's auditors, transfer agent and regulatory authorities. Wannigan Capital Corp received 100,000 common shares of the Company as remuneration.

3. Related Party Transactions

The amount due to a director of $13,030 at September 30, 2006 and March 31, 2006 is unsecured, non-interest bearing and has no specific terms for repayment.

The Company records transactions of commercial substance with related parties at fair value as determined with management. Effective April 1, 2006, the Company recognizes donated services to officers of the Company for rent, valued at $500 per month, totalling $1,500 ($Nil - September 30, 2005) for the three months ending September 30, 2006 and $3,000 ($Nil - September 30, 2005) for the six months ending September 30, 2006.

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 September 30, 2006, 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 Mr. Kenneth G. Townsend.  Mr. Townsend is also the chief financial officer of our company.  Based upon that evaluation, Mr. Townsend 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

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).

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

In April 2006 the Company sold 442,900 (post forward split) shares of common stock at a price of $0.10 per share. The subscriber was a friend, relative or business 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) 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).

On November 13, 2006 the Company sold 400,000 (post forward split) shares of common stock at a price of $0.25 per share carrying a warrant that allows the subscriber to purchase 400,000 additional shares of the Company's common shares at a price of $0.50 for a period of two years. The offeree or 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).  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

On April 21, 2006 the Company and a majority of Shareholders approved a 20:1 forward split of its common stock.

Item 5

OTHER INFORMATION

None

Item 6

EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits

None

(b)

Reports on Form 8-K

March 16, 2006

May 24, 2006

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:  November 15, 2006

Per:

/s/Kenneth G. Townsend

Kenneth G. Townsend,

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

EX-31

.

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kenneth G. Townsend, President, Chief Executive Officer and Chief Financial Officer of McNab Creek Gold Corp., certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of McNab Creek Gold Corp.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.    The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)    disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.    The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

November 15, 2006    

/s/Kenneth G. Townsend                  

Date

Kenneth G. Townsend,

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

EX-32

MCNAB CREEK GOLD CORP.

A Nevada Corporation

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Kenneth G. Townsend, President, Chief Executive Officer and Chief Financial Officer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.    the quarteley report on Form 10-QSB of McNab Creek Gold Corp. for the period ended September 30, 2006 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of McNab Creek Gold Corp.

Dated November 15, 2006

/s/Kenneth G. Townsend                  

Kenneth G. Townsend,

President and Chief Executive Officer

And Chief Financial Officer