UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
N-54C
NOTIFICATION
OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO SECTIONS
55
THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED
PURSUANT
TO SECTION 54(c) OF THE INVESTMENT COMPANY ACT OF 1940
The
undersigned business development company hereby notifies the Securities and
Exchange Commission that it withdraws its election to be subject to sections
55
through 65 of the Investment Company Act of 1940 (the “Act”), pursuant to the
provisions of Section 54(c) of the Act, and in connection with such notice
of
withdrawal of election submits the following information:
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Name:
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M-GAB
Development Corporation
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Address
of Principal Business Office:
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9900
Research Drive
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Irvine,
CA 92618
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Telephone
Number:
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(949)
635-1240
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File
Number under the Securities
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Exchange
Act of 1934:
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0-49687
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The
Company has changed the nature of its business so as to cease to be a business
development company, and such change was authorized by the vote of a majority
of
its outstanding voting securities.
The
Company, through its newly acquired subsidiary, became a development stage
company specializing in the sale and distribution of pesticides and herbicides.
The approval of the shareholders was obtained at a meeting of shareholders
on
April 27, 2006, with 6,000,000 shares voting in favor of the change,
representing 91.5% of the voting securities entitled to vote. There were no
votes opposed to the change.
Signature
Pursuant
to the requirements of the Act, the undersigned company has caused this
notification of withdrawal of election to be subject to sections 55 through
65
of the Act to be duly signed on its behalf in the city of Irvine and state
of
California on this 27th day of April, 2006.
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/s/ Carl M.
Berg
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M-GAB Development
Corporation |
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By: Carl
M. Berg
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Its: President
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