UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported): |
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April
1, 2005 |
M-GAB
Development Corporation
(Exact
name of registrant as specified in its charter)
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Florida
(State
or other
jurisdiction
of incorporation) |
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O-49687
(Commission
File
Number) |
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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 92688
(Address
of principal executive offices) (zip code) |
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(949)
635-1240
(Registrant’s
telephone number, including area code) |
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(Former
name or former address, if changed since last
report.) |
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[_]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement
On April
1, 2005, we entered into a Stock Exchange Agreement with NuQuest, Inc. Pursuant
to the agreement, we agreed to issue to NuQuest a total of 166,667 shares of our
common stock, and in exchange they agreed to issue to us a total of 20,000
shares of their common stock. The value of the stock to be exchanged by both
parties was agreed to be $25,000. NuQuest further agreed to declare a dividend
and distribute the shares of our common stock pro-rata to all of their
shareholders except for three, who agreed to forego the dividend.
Item
3.02 Unregistered
Sales of Equity Securities
On April
1, 2005, we issued 166,667 shares of common stock, issued without restrictive
legend pursuant to an exemption from registration provided by Regulation E
promulgated under the Securities Act of 1933, to NuQuest, Inc. as consideration
under a Stock Exchange Agreement of even date therewith.
EXHIBITS
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Item
No. |
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Description |
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10.1 |
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Stock
Exchange Agreement dated April 1, 2005 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated:
April 2, 2005 |
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M-GAB
Development Corporation, |
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a
Florida corporation
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/s/ Carl M.
Berg |
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By: Carl
M. Berg |
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Its: President |