[X]
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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)
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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)
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92688
(Zip
Code)
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PART
I
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||
ITEM
1
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FINANCIAL
STATEMENTS
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1
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ITEM
2
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MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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9
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ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 13 |
ITEM
4
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CONTROLS
AND PROCEDURES
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13
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PART
II
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||
ITEM
I
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LEGAL
PROCEEDINGS
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14
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ITEM
2
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UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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14
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ITEM
3
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DEFAULTS
UPON SENIOR SECURITIES
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14
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ITEM
4
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
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14
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ITEM
5
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OTHER
INFORMATION
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14
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ITEM
6
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EXHIBITS
AND REPORTS ON FORM 8-K
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15
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|
March
31,
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December
31,
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|||||
2004
|
2003
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||||||
ASSETS
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|||||||
Current
assets
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|||||||
Cash
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$
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34,326
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$
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-
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|||
Total
assets
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$
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34,326
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$
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-
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|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
liabilities
|
|||||||
Accounts
payable and accrued liabilities
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$
|
8,930
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$
|
93,105
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|||
Payable
to stockholder
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-
|
10,000
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|||||
Total
current liabilities
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8,930
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103,105
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|||||
Commitments
and contingencies
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-
|
-
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|||||
Stockholders'
equity:
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|||||||
Preferred
stock, $0.001 par value; 5,000,000 shares authorized; No shares
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|||||||
issued
or outstanding
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|||||||
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-
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-
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|||||
Common
stock, $0.001 par value; 100,000,000
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|||||||
shares
authorized; 6,383,845 and 6,023,000
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|||||||
shares
issued and outstanding as of
March 31, 2004 and December 31, 2003, respectively
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6,384 | 6,023 | |||||
Additional
paid in capital
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64,840
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11,076
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|||||
Deficit
accumulated during the development stage
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(45,828
|
)
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(120,204
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)
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|||
Total
stockholders' equity
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25,396
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(103,105
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)
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||||
Total
liabilities and stockholders' equity
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$
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34,326
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$
|
-
|
|||
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Cumulative
from inception (March 27, 2001) through
March
31, 2004
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Three
Months Ended March 31, 2004
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Three
Months Ended March 31, 2003
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|||||||
Revenue
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$
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-
|
$
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-
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$
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-
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||||
General
and administrative expenses
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129,183
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8,979
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12,635
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|||||||
Other
income
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83,355
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83,355
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-
|
|||||||
Net
income (loss)
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$
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(45,828
|
)
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$
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74,376
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$
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(12,635
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)
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Basic
and diluted net loss per share
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$
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0.01
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$
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(0.00
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)
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|||||
Weighted
average shares outstanding
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6,143,282
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6,023,000
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||||||||
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Cumulative
from inception (March 27, 2001) to
March
31, 2004
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Three
Months Ended March 31, 2004
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Three
Months Ended March 31, 2003
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|||||||
Cash
flows from operating activities:
|
||||||||||
Net
income (loss)
|
$
|
(45,828
|
)
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$
|
74,376
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$
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(12,635
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)
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Adjustments
to reconcile net income (loss) to cash
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||||||||||
used
in operating activities:
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||||||||||
Contributed
capital for services rendered
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14,199
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-
|
-
|
|||||||
Increase
(decrease) in accounts payable
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||||||||||
and
accrued liabilities
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8,930
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(84,175
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)
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9,631
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||||||
Net
cash used by operating activities
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(22,699
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)
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(9,799
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)
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(3,004
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)
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||||
Cash
flows from financing activities:
|
||||||||||
Proceeds
from issuance of stock
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57,025
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54,125
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-
|
|||||||
Advance
from shareholder
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-
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(10,000
|
)
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-
|
||||||
Net
cash provided by financing activities
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57,025
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44,125
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-
|
|||||||
Net
increase (decrease) in cash
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34,326
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34,326
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(3,004
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)
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||||||
Cash
and cash equivalents, beginning of period
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-
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-
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6,437
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|||||||
Cash
and cash equivalents, end of period
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$
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34,326
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$
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34,326
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$
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3,433
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||||
Supplemental
Schedule of Noncash Operating Activities:
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||||||||||
Forgiveness
of accounts payable and payable
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||||||||||
to
stockholder
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$
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83,355
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$
|
83,355
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$
|
-
|
||||
As
of March
31, 2004
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As
of December
31, 2003
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Change
|
||||||||
Cash
|
$
|
34,326
|
$
|
-
|
$
|
34,326
|
||||
Accounts
payable and accrued liabilities
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8,930
|
93,105
|
(84,175
|
)
|
||||||
Total
current liabilities
|
$ |
8,930
|
103,105
|
$ |
(94,175
|
)
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3.1
(1)
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Articles
of Incorporation of M-GAB Development Corporation
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3.2
(1)
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Bylaws
of M-GAB Development Corporation
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10.1(2)
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Warrant
issued to Anza Capital, Inc. dated March 8, 2004
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10.2(2)
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Warrant
issued to Clark Johnson dated March 8, 2004
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10.3(2)
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Form
of Subscription Agreement under Offering Circular dated November
30,
2003
|
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10.4(2)
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Form
of Securities Purchase Agreement under Offering Circular dated
November
30, 2003
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31.1
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Rule
13a-14(a)/15d-14(a) Certification of Chief Executive
Officer
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31.2
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Rule
13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
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32.1
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Chief
Executive Officer Certification Pursuant to 18 USC, Section 1350,
as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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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.
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M-GAB
Development Corporation
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Dated:
July 22, 2005
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/s/ Carl M. Berg | |
By:
|
Carl
M. Berg
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President,
Director,
|
||
Chief
Executive Officer,
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||
Chief
Financial Officer
|