[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
|
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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10
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ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 15 |
ITEM
4
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CONTROLS
AND PROCEDURES
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15
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PART
II
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||
ITEM
I
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LEGAL
PROCEEDINGS
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16
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ITEM
2
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UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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16
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ITEM
3
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DEFAULTS
UPON SENIOR SECURITIES
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16
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ITEM
4
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
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16
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ITEM
5
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OTHER
INFORMATION
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17
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ITEM
6
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EXHIBITS
AND REPORTS ON FORM 8-K
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18
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June
30, 2004
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December
31, 2003
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||||||
|
(Unaudited)
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||||||
ASSETS
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|||||||
Current
assets
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|||||||
Cash
|
$
|
23,621
|
$
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-
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|||
Total
assets
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$
|
23,621
|
$
|
-
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
liabilities
|
|||||||
Accounts
payable and accrued liabilities
|
$
|
4,250
|
$
|
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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4,250
|
103,105
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|||||
Commitments
and contingencies
|
-
|
-
|
|||||
Stockholders'
equity:
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|||||||
Preferred
stock, $0.001 par value;
|
|||||||
5,000,000
shares authorized; No shares issued
or outstanding
|
- | - | |||||
Common
stock, $0.001 par value; 100,000,000
|
|||||||
shares
authorized; 6,383,845 and 6,023,000
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|||||||
shares
issued and outstanding
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6,384
|
6,023
|
|||||
Additional
paid in capital
|
64,840
|
11,076
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|||||
Deficit
accumulated during the development stage
|
(51,853
|
)
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(120,204
|
)
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|||
Total stockholders' equity
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19,371
|
(103,105
|
)
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||||
Total
liabilities and stockholders' equity
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$
|
23,621
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$
|
-
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|||
|
Three
Months Ended
|
Six
Months Ended
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||||||||||||||
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Cumulative
from inception (March 27, 2001) through June
30, 2004
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June
30, 2004
|
June
30, 2003
|
June
30, 2004
|
June
30, 2003
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|||||||||||
(Unaudited)
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
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-
|
$
|
-
|
$
|
-
|
||||||
General
and administrative expenses
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135,208
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6,025
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20,211
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15,004
|
32,846
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|||||||||||
Other
income
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83,355
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-
|
-
|
83,355
|
-
|
|||||||||||
Net
income (loss)
|
$
|
(51,853
|
)
|
$
|
(6,025
|
)
|
$
|
(20,211
|
)
|
$
|
68,351
|
$
|
(32,846
|
)
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||
Basic
and diluted net loss per share
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$
|
0.00
|
$
|
0.00
|
$
|
0.01
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$
|
0.00
|
||||||||
Weighted
average shares outstanding
|
6,383,845
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6,023,000
|
6,203,423
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6,023,000
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||||||||||||
Cumulative
from inception (March 27, 2001) to June 30,
2004
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Six
Months Ended June 30, 2004
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Six
Months Ended June 30, 2003
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||||||||
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(Unaudited)
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(Unaudited)
|
|
(Unaudited)
|
|
|||||
Cash
flows from operating activities:
|
||||||||||
Net
income (loss)
|
$
|
(51,853
|
)
|
$
|
68,351
|
$
|
(32,846
|
)
|
||
Adjustments
to reconcile net income (loss) to cash
|
||||||||||
used
in operating activities:
|
||||||||||
Forgiveness
of accounts payable and payable to
shareholder
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(83,355
|
)
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(83,355
|
)
|
-
|
|||||
Contributed
capital for services rendered
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14,199
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-
|
-
|
|||||||
Common
stock issued to pay operating expenses
|
-
|
-
|
-
|
|||||||
Increase
(decrease) in accounts payable
|
||||||||||
and
accrued liabilities
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77,605
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(15,500
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)
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27,909
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||||||
Net
cash used by operating activities
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(43,404
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)
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(30,504
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)
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(4,937
|
)
|
||||
Cash
flows from financing activities:
|
||||||||||
Proceeds
from issuance of stock
|
57,025
|
54,125
|
-
|
|||||||
Advance
from shareholder
|
10,000
|
-
|
-
|
|||||||
Net
cash flow from financing activities
|
67,025
|
54,125
|
-
|
|||||||
Net
increase (decrease) in cash
|
23,621
|
23,621
|
(4,937
|
)
|
||||||
Cash
and cash equivalents, beginning of period
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-
|
-
|
6,437
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|||||||
Cash
and cash equivalents, end of period
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$
|
23,621
|
$
|
23,621
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$
|
1,500
|
||||
Supplemental
Cash Flow Information:
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||||||||||
|
||||||||||
Cash paid for interest and income taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
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Three
Months Ended
|
Six
Months Ended
|
|||||||||||
|
June
30, 2004
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June
30, 2003
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June
30, 2004
|
June 30, 2003
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|||||||||
(Unaudited)
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|||||||
Net
income (loss) from continuing operations available
|
|||||||||||||
to
common shareholders (numerator)
|
$
|
(6,025
|
)
|
$
|
(20,211
|
)
|
$
|
68,351
|
$
|
(32,846
|
)
|
||
Weighted
average number of common
|
|||||||||||||
shares
used in loss per share during
|
|||||||||||||
the
period (denominator)
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6,383,845
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6,023,000
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6,203,423
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6,023,000
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|||||||||
|
As
of
June
30, 2004
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As
of
December
31, 2003
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Change
|
|||||||
Cash
|
$
|
23,621
|
$
|
-
|
$
|
23,621
|
||||
Accounts
payable and accrued liabilities
|
4,250
|
93,105
|
(88,855
|
)
|
||||||
Total
current liabilities
|
4,250
|
103,105
|
(98,855
|
)
|
Director
|
Votes
For
|
Votes
Against
|
Votes
Withheld
|
Abstentions
|
Broker
Non-Votes
|
Carl
Berg
|
6,383,845
|
-0-
|
-0-
|
-0-
|
-0-
|
Kevin
J. Gadawski
|
6,383,845
|
-0-
|
-0-
|
-0-
|
-0-
|
Mark
Stewart
|
6,383,845
|
-0-
|
-0-
|
-0-
|
-0-
|
Votes
For
|
Votes
Against
|
Votes
Withheld
|
Abstentions
|
Broker
Non-Votes
|
6,383,845
|
-0-
|
-0-
|
-0-
|
-0-
|
Votes
For
|
Votes
Against
|
Votes
Withheld
|
Abstentions
|
Broker
Non-Votes
|
6,383,845
|
-0-
|
-0-
|
-0-
|
-0-
|
Votes
For
|
Votes
Against
|
Votes
Withheld
|
Abstentions
|
Broker
Non-Votes
|
6,383,845
|
-0-
|
-0-
|
-0-
|
-0-
|
Votes
For
|
Votes
Against
|
Votes
Withheld
|
Abstentions
|
Broker
Non-Votes
|
6,383,845
|
-0-
|
-0-
|
-0-
|
-0-
|
3.1
(1)
|
Articles
of Incorporation of M-GAB Development Corporation
|
|
3.2
(1)
|
Bylaws
of M-GAB Development Corporation
|
|
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
|
|
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.
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M-GAB
Development Corporation
|
||
Dated:
July 22, 2005
|
/s/ Carl M. Berg | |
By:
|
Carl
M. Berg
|
|
President,
Director,
|
||
Chief
Executive Officer,
|
||
Chief
Financial Officer
|