[X]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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[
]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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Florida
(State
or other jurisdiction of
incorporation
or organization)
|
33-0961490
(I.R.S.
Employer
Identification
No.)
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22342
Avenida Empresa
Suite
220
Rancho
Santa Margarita, CA
(Address
of principal executive offices)
|
92688
(Zip
Code)
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PART
I
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||
ITEM
1
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FINANCIAL
STATEMENTS
|
1
|
ITEM
2
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MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
8
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ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 10 |
ITEM
4
|
CONTROLS
AND PROCEDURES
|
10
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PART
II
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||
ITEM
I
|
LEGAL
PROCEEDINGS
|
11
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ITEM
2
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UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
11
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ITEM
3
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DEFAULTS
UPON SENIOR SECURITIES
|
11
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ITEM
4
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
11
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ITEM
5
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OTHER
INFORMATION
|
12
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ITEM
6
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EXHIBITS
AND REPORTS ON FORM 8-K
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12
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June
30,
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December
31,
|
||||||
2003
|
2002
|
||||||
ASSETS
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(unaudited)
|
|
|||||
Cash
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$
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1,500
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$
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6,437
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|||
Total
assets
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$
|
1,500
|
$
|
6,437
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|||
LIABILITIES
AND EQUITY
|
|||||||
Accounts
payable and accrued liabilities
|
$
|
64,198
|
$
|
36,289
|
|||
Payable
to stockholder
|
10,000
|
10,000
|
|||||
74,198
|
46,289
|
||||||
Commitments
and contingencies
|
-
|
-
|
|||||
Shareholders'
equity:
|
|||||||
Preferred
stock, $0.001 par value; 5,000,000 shares authorized;
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|||||||
No
shares issued or outstanding
|
-
|
-
|
|||||
Common
stock, $0.001 par value; 100,000,000 shares authorized;
|
|
||||||
6,023,000
shares issued and outstanding
|
6,023
|
6,023
|
|||||
Additional
paid in capital
|
11,076
|
11,076
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|||||
Deficit
accumulated during development stage
|
(89,797
|
)
|
(56,951
|
)
|
|||
(72,698
|
)
|
(39,852
|
)
|
||||
Total
liabilities and shareholders' equity
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$
|
1,500
|
$
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6,437
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Deficit
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||||||||||||||||
Accumulated
from
|
||||||||||||||||
Inception
|
||||||||||||||||
(March
27, 2001)
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Three
Months
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Three
Months
|
Six
Months
|
Six
Months
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||||||||||||
through
|
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||||
June
30, 2003
|
June
30, 2003
|
June
30, 2002
|
June
30, 2003
|
June
30, 2002
|
||||||||||||
Revenue
|
$ |
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
General
and administrative expenses
|
89,797
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20,211
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2,031
|
32,846
|
9,205
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|||||||||||
Net
loss
|
$ |
(89,797
|
)
|
$
|
(20,211
|
)
|
$
|
(2,031
|
)
|
$
|
(32,846
|
)
|
$
|
(9,205
|
)
|
|
Net
loss per share available to common
stockholders
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||||||||||||||||
Basic
and diluted
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$
|
(0.00
|
)
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$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||||
Weighted
average number of common
shares
outstanding
|
6,023,000
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6,013,000
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6,023,000
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6,013,000
|
Cumulative
from
|
||||||||||
|
Inception
|
|||||||||
March
27, 2001
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Six
Months Ended
|
|||||||||
through
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June
30,
|
|||||||||
|
June
30, 2003
|
|
2003
|
2002
|
||||||
Cash
flows from operating activities -
|
||||||||||
Net
loss
|
$
|
(89,797
|
)
|
$
|
(32,846
|
)
|
$
|
(9,205
|
)
|
|
Adjustments
to reconcile net loss to cash
|
||||||||||
used
in operating activities -
|
-
|
-
|
-
|
|||||||
Contributed
capital for services rendered
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14,199
|
-
|
-
|
|||||||
Changes
in assets and liabilities -
|
||||||||||
Increase
in payables and accrued liabilities
|
64,198
|
27,909
|
5,216
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|||||||
Cash
used in operating activities
|
(11,400
|
)
|
(4,937
|
)
|
(3,989
|
)
|
||||
Cash
flows from financing activities -
|
||||||||||
Advance
from shareholder
|
10,000
|
-
|
3,989
|
|||||||
Proceeds
from issuance of common stock
|
2,900
|
-
|
-
|
|||||||
Cash
provided by financing activities
|
12,900
|
-
|
3,989
|
|||||||
Net
increase (decrease) in cash
|
1,500
|
(4,937
|
)
|
-
|
||||||
Cash,
beginning of the period
|
-
|
6,437
|
-
|
|||||||
Cash,
end of the period
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$
|
1,500
|
$
|
1,500
|
$
|
-
|
||||
Supplemental
information -
|
||||||||||
No
amounts were paid for interest or income taxes during the
period.
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1.
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NATURE
OF OPERATIONS AND ACCOUNTING
POLICIES
|
1.
|
NATURE
OF OPERATIONS AND ACCOUNTING POLICIES -
Continued
|
2.
|
GOING
CONCERN
|
3.
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STOCKHOLDERS'
EQUITY
|
4.
|
RELATED
PARTY TRANSACTIONS
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5.
|
SUBSEQUENT
EVENTS
|
Director
|
Votes
For
|
Votes
Against
|
Votes
Withheld
|
Abstentions
|
Broker
Non-Votes
|
Carl
M. Berg
|
11,100,000
|
-0-
|
-0-
|
-0-
|
-0-
|
Kevin
J. Gadawski
|
11,100,000
|
-0-
|
-0-
|
-0-
|
-0-
|
Gerald
A. DeCiccio
|
11,100,000
|
-0-
|
-0-
|
-0-
|
-0-
|
Votes
For
|
Votes
Against
|
Votes
Withheld
|
Abstentions
|
Broker
Non-Votes
|
11,100,000
|
-0-
|
-0-
|
-0-
|
-0-
|
Votes
For
|
Votes
Against
|
Votes
Withheld
|
Abstentions
|
Broker
Non-Votes
|
11,100,000
|
-0-
|
-0-
|
-0-
|
-0-
|
Votes
For
|
Votes
Against
|
Votes
Withheld
|
Abstentions
|
Broker
Non-Votes
|
11,100,000
|
-0-
|
-0-
|
-0-
|
-0-
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive
Officer
|
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
|
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32.1
|
Chief
Executive Officer Certification Pursuant to 18 USC, Section 1350,
as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2
|
Chief
Financial Officer Certification Pursuant to 18 USC, Section 1350,
as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
M-GAB Development Corporation | ||
|
|
|
Dated: July 22, 2005 | By: | /s/ Carl M. Berg |
|
||
President, Director, | ||
Chief Executive Officer, | ||
Chief Financial Officer |