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1. |
To
elect three (3) directors to serve until the next Annual Meeting of
Shareholders and thereafter until their successors are elected and
qualified; |
2. |
To
renew the policy and practice of, and to authorize the Board of Directors
in their sole discretion to, sell the Corporation’s common stock at less
than its current net asset value and to sell warrants, options, or rights
to acquire any common stock at less than net asset
value; |
3. |
To
ratify the appointment of Ramirez International as independent auditors of
the Company for the fiscal year ending December 31,
2005; |
4. |
To
transact such other business as may properly come before the meeting or
any adjournments thereof. |
By Order of the Board of
Directors | ||
|
|
|
/s/ Carl M.Berg | ||
Carl M. Berg, President | ||
Rancho Santa Margarita, California | ||
Date: April 19, 2005 |
1. |
To
elect three (3) directors to serve until the next Annual Meeting of
Shareholders and thereafter until their successors are elected and
qualified; |
2. |
To
renew the policy and practice of, and to authorize the Board of Directors
in their sole discretion to, sell the Corporation’s common stock at less
than its current net asset value and to sell warrants, options, or rights
to acquire any common stock at less than net asset
value; |
3. |
To
ratify the appointment of Ramirez International as independent auditors of
the Company for the fiscal year ending December 31,
2005; |
4. |
To
transact such other business as may properly come before the meeting or
any adjournments thereof. |
Name |
Age |
Position(s) | ||
Carl
Berg |
37 |
Chairman
of the Board, President, Secretary, and Treasurer
(2001) | ||
Kevin
J. Gadawski |
38 |
Director
(2003) | ||
Mark
Stewart |
39 |
Director
(2003) |
Name |
Age |
Position(s) | ||
Carl
M. Berg |
37 |
Chairman
of the Board, President, Secretary, and Treasurer
(2001) | ||
Kevin
J. Gadawski |
38 |
Director
(2003) | ||
Mark
Stewart |
39 |
Director
(2003) |
Annual
Compensation |
Long
Term Compensation | |||||||||
Awards |
Payouts | |||||||||
Name
and
Principal
Position |
Year |
Salary
($) |
Bonus
($) |
Other
Annual
Compensation
($) |
Restricted
Stock
Awards
($) |
Securities
Underlying Options SARs
(#) |
LTIP
Payouts
($) |
All
Other
Compensation
($) | ||
Carl
M. Berg |
2004 |
-0- |
-0- |
$-0- |
-0- |
-0- |
-0- |
-0- | ||
Chairman,
President |
2003 |
-0- |
-0- |
$6,000
(1) |
-0- |
-0- |
-0- |
-0- | ||
Secretary,
Treasurer |
||||||||||
Kevin
J. Gadawski |
2004 |
-0- |
-0- |
$5,000
(2) |
-0- |
-0- |
-0- |
-0- | ||
Director |
2003 |
-0- |
-0- |
$5,000 |
-0- |
-0- |
-0- |
-0- | ||
Mark
Stewart |
2004 |
-0- |
-0- |
$-0- |
-0- |
-0- |
-0- |
-0- | ||
Director |
2003 |
-0- |
-0- |
$-0- |
-0- |
-0- |
-0- |
-0- | ||
(1) |
This
amount was accrued until March 26, 2004, when Mr. Berg elected for forgive
all amounts owed to him, as well as any future salary until further
notice. |
(2) |
As
of December 31, 2004, Mr. Gadawski received $2,500 of this amount. The
other $2,500 has been accrued. |
OPTION/SAR
GRANTS IN LAST FISCAL YEAR
(Individual
Grants) | ||||
Name |
Number
of Securities
Underlying
Options/SARs
Granted
(#) |
Percent
of Total
Options/SARs
Granted
to
Employees In Fiscal
Year |
Exercise
or Base Price
($/Sh) |
Expiration
Date |
Carl
M. Berg |
-0- |
N/A |
N/A |
N/A |
Kevin
J. Gadawski |
-0- |
N/A |
N/A |
N/A |
Mark
Stewart |
-0- |
N/A |
N/A |
N/A |
AGGREGATED
OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND
FY-END OPTION/SAR VALUES | ||||
Name |
Shares
Acquired On
Exercise
(#) |
Value
Realized
($) |
Number
of Unexercised
Securities
Underlying
Options/SARs
at FY-End
(#)
Exercisable/Unexercisable |
Value
of Unexercised
In-The-Money
Option/SARs
at
FY-End
($)
Exercisable/Unexercisable |
Carl
M. Berg |
N/A |
N/A |
N/A |
N/A |
Kevin
J. Gadawski |
N/A |
N/A |
N/A |
N/A |
Mark
Stewart |
N/A |
N/A |
N/A |
N/A |
Common Stock | |||
Title of |
Name and Address |
Amount and Nature |
Percent of |
Class |
of Beneficial Owner |
of Beneficial Ownership |
Class |
Common Stock |
Carl
Berg (2) |
5,550,000 (3) | 84.7% |
Common Stock |
Kevin Gadawski (2) |
300,500 (4)(5) | 4.4% (5) |
Common Stock |
Mark
Stewart (2) |
300,000
(5) |
4.4% (5) |
Common Stock |
All
Directors and Officers |
6,150,500
(3)(4)(5) |
86% (5) |
As a
Group (3 persons) |
|||
(1) |
Unless
otherwise indicated, based on 6,550,512 shares of common stock issued and
outstanding as of April 7, 2005. Shares of common stock subject to options
or warrants currently exercisable, or exercisable within 60 days, are
deemed outstanding for purposes of computing the percentage of the person
holding such options or warrants, but are not deemed outstanding for the
purposes of computing the percentage of any other
person. | |
(2) |
The
address of each shareholder is c/o M-GAB Development Corporation, 22342
Avenida Empresa, Suite 220, Rancho Santa Margarita, CA
92688. | |
(3) |
Includes 3,000,000 shares held in the name of Sadie, LLC, an
entity wholly-owned and controlled by Mr. Berg. Mr. Berg is the Company’s
sole officer. | |
(4) |
Includes
500 shares held by Mr. Gadawski’s spouse. | |
(5) |
Includes
options to acquire 300,000 shares of common stock which will be granted to
each of Mr. Gadawski and Mr. Stewart upon approval by the Commission in
compliance with the Investment Company Act of
1940. |
By Order of the Board of
Directors | ||
|
|
|
/s/ Carl M.Berg | ||
Carl M. Berg, President | ||
Rancho Santa Margarita, California | ||
Date: April 19, 2005 |