SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-KSB

[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF  1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

[   ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT  OF  1934

       For the transition period from _______________ to _______________.


                       COMMISSION FILE NUMBER:  000-49687


                          M-GAB DEVELOPMENT CORPORATION
             (Exact name of registrant as specified in its charter)

                   FLORIDA                            33-0961490
        (State or other jurisdiction of            (I.R.S. Employer
         incorporation or organization)           Identification No.)

              1059 E. SKYLER DRIVE
                  DRAPER, UTAH                               84020
      (Address of principal executive offices)            (Zip Code)


      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE    (801) 361-7644


     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.     Yes     X     No.
                                                        -----       ----

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not  contained  in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [  X]

     State issuer's revenues for its most recent fiscal year.     The issuer had
no  revenues  for  the  year  ended  December  31,  2002.

     State  the  aggregate  market  value of voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was  sold, or the average bid and asked prices of such common equity, as
of  a  specified  date within the past 60 days.  (See definition of affiliate in
rule  12b-2  of  the  Exchange  Act.)  There was no market for our common stock.

     Indicate  the  number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.  As of March 27, 2003, there
were 6,023,000 shares of common stock, par value $0.001, issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them and identify the part of the form 10-KSB (e.g., Part I, Part II, etc.) into
which  the  document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The listed
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for  fiscal year ended December 24, 1990).  None.

                     Transitional Small Business Disclosure
                               Format (check one):

                             Yes        No   X
                                -----     ------

<PAGE>
                          M-GAB DEVELOPMENT CORPORATION

                                TABLE OF CONTENTS
                                -----------------


                                     PART I

Item  1          Description  of  Business

Item  2          Description  of  Property

Item  3          Legal  Proceedings

Item  4          Submission  of  Matters  to  a  Vote  of  Security  Holders


                                     PART II

Item  5          Market  for  Common  Equity  and  Related  Stockholder  Matters

Item  6          Management's  Discussion  and  Analysis  or  Plan of Operations

Item  7          Financial  Statements

Item  8          Changes In and Disagreements With Accountants on Accounting and
                    Financial
                    Disclosure


                                    PART III

Item  9          Directors,  Executive  Officers, Promoters and Control Persons;
                    Compliance  with
                    Section  16(a)  of  the  Exchange  Act.

Item  10         Executive  Compensation

Item  11         Security Ownership of Certain Beneficial Owners and Management.

Item  12         Certain  Relationships  and  Related  Transactions.

Item  13         Exhibits  and  Reports  on  Form  8-K.

Item  14         Controls  and  Procedures


                                        2
<PAGE>
                                     PART I

This Annual Report includes forward-looking statements within the meaning of the
Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based
on  management's beliefs and assumptions, and on information currently available
to  management.  Forward-looking  statements  include the information concerning
possible  or assumed future results of operations of the Company set forth under
the  heading  "Management's  Discussion  and  Analysis of Financial Condition or
Plan  of Operation." Forward-looking statements also include statements in which
words  such as "expect," "anticipate,"  "intend," "plan," "believe," "estimate,"
"consider"  or  similar  expressions  are  used.

Forward-looking  statements  are  not  guarantees  of  future performance.  They
involve  risks, uncertainties and assumptions.  The Company's future results and
shareholder  values  may  differ  materially  from   those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.

ITEM  1  -  DESCRIPTION  OF  BUSINESS

RECENT  DEVELOPMENTS

     Through  December  31,  2002,  the  Company's business was the development,
marketing, and distribution of an interactive travel brochure.  A description of
this  historical  business  is  included  below.

     Recently,  however, the Board of Directors of the Company has undertaken an
analysis  of whether or not the historical business plan is economically viable,
and whether or not it should continue to be pursued.  If the historical business
plan is not pursued, the Board of Directors will decide whether or not to pursue
other  lines  of  business,  either  from  start up or through acquisitions.  No
decisions  have  been  reached  by  the  Board  of  Directors.

HISTORICAL  BUSINESS

INTRODUCTION

     M-GAB  Development  Corporation, a Florida corporation, was incorporated in
the  State  of  Florida  on  March  27,  2001.

     We  intend to develop, market and distribute an interactive travel brochure
that  will  contain images and video of world-class destination resorts, as well
as  remote  vacation getaway locations such as Lake Powell and the Grand Canyon.
We currently have no agreements with any resorts or destinations to provide this
service.  We intend to generate revenues from both the production of our product
(paid by the destination resort or location) and from the sale of our product on
a  subscription  basis  via  the Internet  (paid by existing Internet web sites)

     In  our  opinion,  we  believe  that destination resorts and locations will
desire  to  have their properties featured using our travel brochure as a way to
increase  interest in their location, and through our relationships hope to form
with  major  Internet  web  sites,  as  a way to increase their overall Internet
exposure.  We have not yet conducted any market research to support our opinion.

                                        3
<PAGE>

In  our  opinion,  we  believe   that  existing  Internet   sites  that  provide
travel-related  products  and services, such as Yahoo.com, Expedia.com, American
Express  Travel,  and  the  major  airlines,  will  subscribe  toour products to
enhance their Internet presence, improve their customer service, retain existing
customers,  and  increase  sales  revenues  by  providing  their  customers  the
opportunity  to take a "virtual vacation" and experience exotic locales from our
client's  website.  As  above,  we have not yet conducted any market research to
support  our  opinion.

     We have not begun any market research or operations.  We will not begin any
market  research  or  operations  until  after  we  are able to raise sufficient
capital to begin our operations.  After raising capital, we cannot determine how
long  it  will  take  to  begin  operations  until  after our market research is
completed.  We  do  not  have an estimated time that operations will begin, that
revenues  will  be  generated,  or  when  we  might  be  profitable.

MARKET  RESEARCH

     After raising sufficient capital, management will engage in market research
to  fully  determine  the  demand  for  our  travel  brochures,  and the cost of
producing  them.  Until  such  time,  we  will  not  enter  into  discussions or
agreements  with  any  resorts,  destinations,  video   producers,  or  Internet
companies.  In  addition, until our market research is completed, we will not be
able  to  determine  our  needs  for  office  space,  equipment,  and employees.

     Our  sole  officer  and  director,  Mr. Berg, intends to oversee the market
research.  It  is  anticipated that one or more market research companies may be
retained  to conduct research and interpret its results, and we have allocated a
significant  portion of the use of proceeds from this offering for that purpose.
We  have  not  entered  into  discussions or agreements with any market research
companies  at  this  time.

COMPETITION

     We  have  not  yet  commenced  operations,  and  are  entering  into a very
competitive  marketplace.  Internet  content  providers  are  numerous,  and our
ability  to  profitably  negotiate and enter into agreements with major web site
and  Internet portal operators will have a material impact on our operations and
future  profitability.  We  believe  that the product we have to offer is unique
and  will  be  attractive  to  both web site operators and the resort operators,
however,  our  product  can  be  easily  duplicated.

MANUFACTURING

     We  do not intend to produce or manufacture any of our products.  We intend
to contract with third parties to produce our video brochures and house them for
distribution over the Internet.  We do not currently have any agreements for the
production,  storage,  or  distribution  of  our video brochures.  We hope that,
through  our anticipated contracts for video production, we will be able to have
produced  a video product that is high quality, three-dimensional, includes both
sound and video, and is interactive to its user (i.e., the user can control what
images  he  is  viewing by moving the mouse on his computer).  We will not begin
discussions  or  negotiations with potential video producers until after we have
completed  this  offering, and completed our market research.  We do not have an
estimated  time  as  to  when we will have reached an agreement with one or more
video  producers,  or  when  production  of  the  first  video  will  begin.

                                        4
<PAGE>

KEY  CUSTOMERS  AND  AGREEMENTS

     In order to be successful, we believe we will have to enter into agreements
with  property  owners  and  operators  or  tourist  organizations  representing
desirable  locations.  Simultaneously,  we believe we will have to negotiate and
enter  into  agreements  with  major  web  site and Internet portal operators to
display  our  brochures.

     Our  success  is  dependent  on our ability to enter into key agreements as
described  above.  We currently do not have any such agreements.  Our management
believes,  however,  that  they  can  develop  relationships  with  key property
operators  and  web site owners, however we can make no guaranty of our success.
In the event we are unable to develop these key relationships, our business will
likely  fail.

     We  will  not  begin  discussions  or negotiations with potential customers
until  after we have completed this offering, and completed our market research.
We  do  not  have an estimated time as to when we will have reached an agreement
with  one  or  more customers, when production of the first video will begin, or
when  we  will  first  generate  revenues  from  our  products.

     We  do  not  have, nor do we intend to obtain, any patents or trademarks of
our  own.  As  we  develop  brand  recognition,  we  may apply for trademark and
service  mark  protection.

GOVERNMENT  APPROVALS  AND  REGULATION

     We  are  not  subject  to  any  government regulation.  Further, we are not
subject  to  any  environmental  laws  or  regulations.

RESEARCH  AND  DEVELOPMENT

     We  have  not  spent  any  material amount of time or money on research and
development,  and  do  anticipate  doing  so  in  the  future.

EMPLOYEES

     Other  than  our  current  sole  director  and  officer, we do not have any
employees  because  our business has not commenced operations.  We will not have
any  additional employees until after completion of this offering and completion
of  our  market research.  We do not have an estimate of how many employees will
be necessary, what their compensation expense will be, or when we will expect to
hire  them.

ITEM  2  -  DESCRIPTION  OF  PROPERTY

     During our pre-operating period, we utilize the office of our founder, Carl
M.  Berg, under a verbal agreement where we do not pay rent or reimburse him for
the  minimal  expenses  incurred.  When  we are successful in raising sufficient
capital  to  begin  executing  our  business  plan,  we  will identify and lease
appropriate  office  space.

ITEM  3  -  LEGAL  PROCEEDINGS

     We  are  not  a  party  to  or otherwise involved in any legal proceedings.


                                        5
<PAGE>

ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     No  matters  were  submitted  to  a vote of the security holders during the
fiscal  year.


                                        6
<PAGE>
                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     Our  securities  are  not  listed  for trading on any exchange or quotation
service.  We  are  not required to comply with the timely disclosure policies of
any  exchange  or  quotation  service.  The  requirements  to  which we would be
subject  if  our  securities  were  so  listed  typically  included  the  timely
disclosure  of  a  material  change  or fact with respect to our affairs and the
making  of  required filings.  Although we are not required to deliver an annual
report  to  security  holders,  we  intend  to  provide  an annual report to our
security  holders,  which  will  include  audited  financial  statements.

     There  are  no  outstanding  options or warrants to purchase, or securities
convertible into, shares of our common stock.  We recently registered, under the
Securities  Act  of  1933 for sale by selling security holders, 13,000 shares of
our  common  stock  acquired  by  twelve  shareholders  in  a private placement.

     Of the 6,023,000 shares of common stock outstanding, (i) 10,000 shares held
by  20  shareholders  of  record were sold pursuant to an effective registration
statement  and  may  be  sold without restriction, (ii) 13,000 shares held by 12
shareholders  of  record  were sold in a private placement over one year ago and
the  resale of those shares was subsequently registered, and thus the shares may
be  sold  either pursuant to the effective registration statement or pursuant to
Rule  144,  and (iii) 450,000 shares are held by one shareholder who may sell up
to  60,230 shares every 90 days pursuant to Rule 144.  In addition to the above,
Mr.  Carl Berg, our sole officer and director, is the holder of 5,550,000 shares
and  may  sell  up  to  60,230  shares  every  90  days  pursuant  to  Rule 144.

     The  number  of  holders  of  record  of  shares  of  our  common  stock is
thirty-five  (35).

     There  have been no cash dividends declared on our common stock.  Dividends
are  declared  at  the  sole  discretion  of  our  Board  of  Directors.

     The  Securities  Enforcement  and  Penny  Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades  in  any  stock  defined  as  a  penny stock.  The Commission has adopted
regulations  that  generally define a penny stock to be any equity security that
has  a  market  price  of less than $5.00 per share, subject to a few exceptions
which we do not meet.  Unless an exception is available, the regulations require
the  delivery, prior to any transaction involving a penny stock, of a disclosure
schedule  explaining  the penny stock market and the risks associated therewith.

                                        7
<PAGE>

ITEM  6  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     We recently closed a public offering of up to $1,000,000 pursuant to a Form
SB-2  originally filed with the Securities and Exchange Commission on August 31,
2001 and declared effective on October 11,2001.  A total of 10,000 shares of our
common  stock  were  sold  under  the  offering, which was closed on October 30,
2002.  Following completion of the offering, and through the quarter  ended June
30,  2003, management anticipates that M-GAB will engage in very little business
activity,  will  not  hire  any  employees, and will not enter into any material
contracts.  As  a result, our cash requirements will be minimal, related only to
the  cost  of  maintaining  the  Company  in  good  standing.  Our  two  primary
shareholders,  Mr.  Berg and Mr. Lebrecht, have verbally agreed to advance funds
to  us  to fund these minimal cash requirements that cannot otherwise be covered
by  the  proceeds  from  the  offering.

     During  the  next two quarters, management intends to seek to have a market
maker  file  an  application  to  list our securities on the OTC Bulletin Board.

     Management  does not anticipate that we will engage in any material product
research  and  development  because  we  will utilize existing technology in the
production  of  our  video  brochures  and  viewers  will  view the brochures on
existing  web  sites.

     Management does not anticipate that we will purchase a plant or significant
equipment  because  we  will enter into agreements with existing video producers
for  our  video  brochures.

     Management anticipates that, if the historical business plan is pursued, we
will  need  to hire employees to oversee the production of videos by third-party
video  producers  at locations around the world and to negotiate agreements with
major  web  site operators to show the brochures.  Management does not currently
have  an  estimate  as  to  how  many  employees  will  be  required.

     Our  financial statements have been prepared assuming we will continue as a
going  concern.  Because  we  have  not  generated any revenues to date and have
minimal  capital  resources,  our  Certified  Public  Accountants  included  an
explanatory  paragraph  in  their  report  raising  substantial  doubt about our
ability  to  continue  as  a going concern.  We have not identified any critical
accounting  issues.

ITEM  7  -  FINANCIAL  STATEMENTS

     Index  to  Financial  Statements

Report  of  Independent  Certified  Public  Accountants             F-1

Balance  Sheet                                                      F-2

Statement  of  Operations                                           F-3

Statement  of  Stockholders  Equity                                 F-4

Statement  of  Cash  Flows                                          F-5

Notes  to  Financial  Statements                                    F-6


                                        8
<PAGE>

ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     There  have  been  no  events  required  to  be  reported  by  this Item 8.

                                        9
<PAGE>
                                    PART III

ITEM  9  -  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

The  following  table sets forth the names and ages of the current directors and
executive  officers of the Company, the principal offices and positions with the
Company  held  by  each  person  and  the  date such person became a director or
executive  officer  of  the  Company.  The executive officers of the Company are
elected  annually by the Board of Directors.  The directors serve one-year terms
until  their  successors are elected.  The executive officers serve terms of one
year  or  until  their  death, resignation or removal by the Board of Directors.
Unless  described  below,  there  are  no  family relationships among any of the
directors  and  officers.

<TABLE>
<CAPTION>



<S>                            <C>              <C>
Name . . . .                   Age            Position(s)
------------                  ----            -----------

Carl M. Berg                    35             Chairman of the Board, President,
                                               Secretary, and Treasurer (2001)
</TABLE>

     CARL  M.  BERG  has  served  as  our  sole  director  and officer since our
inception.  He  also  currently  serves  as  a  company  executive  with Sandlot
Corporation,  a  startup  subscription  management software company.  Sandlot is
involved  in  managing  subscription-based  e-commerce.  Mr.  Berg  has directed
business initiatives as the Business Development Manager, which have resulted in
growth of the company from 10 to 75 employees worldwide with offices in the U.S.
and  Windsor, United Kingdom.   Prior to Sandlot Corporation, from 1992 to 1999,
Mr.  Berg  served  in various management positions in the technology division of
Ameritech  Corporation.  His roles varied from the overall management of library
automation  implementation  projects to directing the implementation division of
roughly  75  technical  staff.  Job titles included Project Coordinator, Project
Manager  and  Director  of  Implementation.

Compliance  with  Section  16(a)  of  the  Securities  Exchange  Act  of  1934
------------------------------------------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other  equity  securities  of the Company.  Officers, directors and greater than
ten  percent shareholders are required by SEC regulations to furnish the Company
with  copies  of  all  Section  16(a)  forms  they  file.

     To the Company's knowledge, none of the required parties are delinquent in
their 16(a)  filings.

Board  Meetings  and  Committees
--------------------------------

     During  the fiscal year ended December 31, 2002, the Board of Directors did
not  meet  but  took  written  action  on numerous other occasions.  The written
actions  were  by  unanimous  consent.

     The  Company  presently has no executive committee, nominating committee or
audit  committee  of  the  Board  of  Directors.


                                       10
<PAGE>
ITEM  10  -  EXECUTIVE  COMPENSATION

     None of our employees are subject to a written employment agreement, and we
have  not  paid  compensation to any employees, executive officers, or directors
for  services  rendered  to  us.

     On  May  15,  2001, our directors and shareholders approved the M-GAB, Inc.
2001  Stock  Option  Plan,  effective  June  1,  2001.  The plan offers selected
employees,  directors,  and  consultants  an  opportunity  to acquire our common
stock,  and  serves  to  encourage  such persons to remain employed by us and to
attract  new  employees.  The plan allows for the award of stock and options, up
to  600,000  shares  of  our  common stock.  Following the effectiveness of this
registration  statement, we intend to register with the Commission the shares of
common  stock  covered  by  the  plan.  We  have not issued any options or stock
awards  under  the  plan.

     Our  Directors  do  not receive compensation for serving as a Director, but
they  are  entitled  to  reimbursement  for  their  travel  expenses.

ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

The  following  table sets forth, as of March 27, 2003, certain information with
respect  to  the  Company's equity securities owned of record or beneficially by
(i)  each  Officer  and  Director  of  the  Company;  (ii)  each person who owns
beneficially  more  than  5%  of  each class of the Company's outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.

<TABLE>
<CAPTION>


<S>                       <C>                    <C>                       <C>
Title of           Name and Address of    Amount and Nature of          Percent of
--------           -------------------  ----------------------          -----------
Class . . . . . . .Beneficial Owner       Beneficial Ownership          Class (1)
--------           ----------------       --------------------          ---------

Common
Stock. . . . . . . Carl M. Berg (2)            5,550,000                    92.1%

Common
Stock. . . . . . . Brian A. Lebrecht (3)         450,000                     7.5%
                                          --------------------------------------------

                   All Officers and
                   Directors as a Group
                   (1 Person) . . . . . . .    5,550,000                    92.1%
                                          ============================================
</TABLE>

(1)     Based  on  6,023,000  shares  outstanding.
(2)     Includes  3,000,000  shares  held  of  record  by  Sadie, LLC, an entity
        wholly-owned  and controlled by Mr. Berg. Mr. Berg is our  sole director
        and officer.
(3)     Mr.  Lebrecht  is President of The Lebrecht Group, APLC, which serves as
        our  securities  counsel.

        There  are  no  current  arrangements  which will  result in a change in
        control.

                                       11
<PAGE>

ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     On April 20, 2001, our founder, Carl M. Berg, purchased 2,550,000 shares of
common stock for $255.00.  On April 20, 2001, Sadie, LLC, an entity wholly-owned
and  controlled  by  Mr.  Berg,  purchased  3,000,000 shares of common stock for
$300.00.  Also  on  April  20,  2001,  Brian  A.  Lebrecht,  our  legal counsel,
purchased  450,000 shares of common stock for $45.00.  The total  purchase price
from  these  transactions  was $600.00.  If we are successful in receiving $0.50
per  share  as  contemplated  in this offering, the value of the shares acquired
April  20,  2001  would  be  $3,000,000.

     Mr.  Berg  and  Mr.  Lebrecht have, from time to time, advanced us funds to
cover  certain  expenses.  The amount of these advances has not exceeded, and is
not  expected  to  exceed,  $25,000.  These  advances  do not bear interest, and
although  they  have  no  maturity  date,  are  expected to be repaid as soon as
reasonably  possible.  During 2002 and 2001, the Company incurred legal expenses
of  $15,602  and  $14,059, respectively, to Mr. Lebrecht's firm.  As of December
31,  2002,  the  Company  has  a  payable  of $10,000 to Mr. Lebrecht for a cash
advance  made  to  the  Company  in  2002.

     On October 4, 2001, Mr. Berg executed a Lock-Up Agreement wherein he agreed
not  to  sell any of his shares of common stock until at least thirty days after
the  termination  of  our registered offering.  The Lock-Up Agreement expired on
November  30,  2002.


ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (A)     EXHIBITS

           99.1     Certification  of  Carl M. Berg, Chief Executive Officer and
                    Chief  Financial  Officer  of  the  Company

     (B)     REPORTS  ON  FORM  8-K

          None.

ITEM  14  -  CONTROLS  AND  PROCEDURES

     The Company's Chief Executive Officer and Chief Financial Officer (or those
persons performing similar functions), after evaluating the effectiveness of the
Company's  disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c)  under  the  Securities Exchange Act of 1934, as amended) as of a date
within 90 days of the filing of this annual report (the "Evaluation Date"), have
concluded that, as of the Evaluation Date, the Company's disclosure controls and
procedures  were  effective  to  ensure  the  timely  collection, evaluation and
disclosure  of  information  relating  to  the Company that would potentially be
subject to disclosure under the Securities Exchange Act of 1934, as amended, and
the  rules  and  regulations  promulgated  thereunder. There were no significant
changes  in  the  Company's  internal  controls  or  in other factors that could
significantly  affect  the  internal controls subsequent to the Evaluation Date.


                                       12
<PAGE>
                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



Dated:  March  27,  2003                                     /s/  Carl  M.  Berg
                                                 -------------------------------
                                                                  Carl  M.  Berg
                                                           President,  Director,
                                                      Chief  Executive  Officer,
                                                       Chief  Financial  Officer


     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the registrant and in the capacities and on
the  dates  indicated.


Dated:  March  27,  2003                                     /s/  Carl  M.  Berg
                                                 -------------------------------
                                                                  Carl  M.  Berg
                                                           President,  Director,
                                                      Chief  Executive  Officer,
                                                       Chief  Financial  Officer

                                       13
<PAGE>


          CERTIFICATION OF CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER

     I, Carl M. Berg, Chief Executive Officer and Chief Financial Officer of the
registrant,  certify  that:

1.     I  have  reviewed  this annual report on Form 10-KSB of M-GAB Development
       Corporation;

2.     Based  on  my  knowledge,  this annual report does not contain any untrue
       statement  of   a   material  fact   or  omit  to  state  a material fact
       necessary  to  make the statements  made,  in light  of the circumstances
       under  which such statements were made, not  misleading  with  respect to
       the  period  covered  by  this  quarterly  report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
       information  included  in  this  annual  report,  fairly  present  in all
       material  respects  the financial  condition,  results  of operations and
       cash flows of  the  registrant  as of,  and for, the periods presented in
       this annual report.

4.     The  registrant's  other  certifying  officers  and I are responsible for
       establishing  and  maintaining  disclosure  controls  and  procedures (as
       defined  in  Exchange Act Rule 13a-14 and 15d-14)  for the registrant and
       have:

       a)  designed  such  disclosure  controls and procedures  to  ensure  that
           material  information  relating  to  the  registrant,  including  its
           consolidated subsidiaries, is made known to us by others within those
           entities, particularly  during the period in which this annual report
           is  being  prepared;

       b)  evaluated the effectiveness of  the  registrant's disclosure controls
           and procedures as of a date within 90 days  prior  to the filing date
           of this  annual  report  (the  "Evaluation  Date");  and

       c)  presented   in   this   annual   report  our  conclusions  about  the
           effectiveness  of the disclosure controls and procedures based on our
           evaluation  as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
       our  most  recent  evaluation, to the registrant's auditors and the audit
       committee  of  registrant's  board of  directors  (or  persons fulfilling
       the  equivalent  functions):

          (i)  all  significant  deficiencies  in  the  design  or  operation of
          internal  controls  which  could  adversely  affect  the  registrant's
          ability  to  record, process, summarize, and report financial data and
          have  identified for the registrant's auditors any material weaknesses
          in  internal  controls;  and

          (ii)  any  fraud, whether or not material, that involves management or
          other  employees  who have a significant role in the issuer's internal
          controls;  and

6.     The  registrant's  other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Dated:     March  27,  2003

                                     /s/  Carl  M.  Berg
                                   ---------------------
                                    Carl  M.  Berg
                                    Chief  Executive  Officer
                                    and Chief Financial Officer

                                       14
<PAGE>



                       Financial Statements and Report of
                    Independent Certified Public Accountants

                          M-GAB DEVELOPMENT CORPORATION
                        (A Development Stage Enterprise)

                           December 31, 2002 and 2001

<PAGE>


                                Table of Contents







Report  of  Independent  Certified  Public  Accountants          F-1

Financial  Statements

     Balance  Sheet                                              F-2

     Statement  of  Operations                                   F-3

     Statement  of  Stockholders'  Equity                        F-4

     Statement  of  Cash  Flows                                  F-5

     Notes  to  Financial  Statements                            F-6


<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------




To:  The  Board  of  Directors
     of  M-GAB  DEVELOPMENT  CORPORATION

We have audited the accompanying balance sheets of M-GAB DEVELOPMENT CORPORATION
(the  "Company")  (a  Development Stage Corporation) as of December 31, 2002 and
2001  and  the  related  statements of operations, stockholders' equity and cash
flows  for the year ended December 31, 2002 and the period from inception (March
27,  2001)  through  December  31,  2001.  These  financial  statements  are the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  statements  based  on  our  audit.

We  conducted   our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of M-GAB DEVELOPMENT CORPORATION
as  of  December  31,  2002  and 2001 and the results of its operations and cash
flows  for the year ended December 31, 2002 and the period from inception (March
27,  2001)  through  December  31,  2001,  in conformity with generally accepted
accounting  principles.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 2 to the financial
statements, the Company has no established source of revenue and is dependent on
its  ability  to  raise  substantial  amounts of capital.  Management's plans in
regard  to  these  matters  are  also  described  in Note 2. These matters raise
substantial  doubt  about  the Company's ability to continue as a going concern.
The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.


RAMIREZ  INTERNATIONAL



March  26,  2003
Irvine,  CA

                                      F-1
<PAGE>

                          M-GAB DEVELOPMENT CORPORATION
                        (A Development Stage Corporation)

                                  Balance Sheet

                                  December 31,

<TABLE>
<CAPTION>



<S>                                                 <C>        <C>
                                                        2002       2001
                                                    --------------------
               ASSETS

Current assets
  Cash . . . . . . . . . . . . . . . . . . . . . .  $  6,437   $      -

                                                    --------------------
  Total assets . . . . . . . . . . . . . . . . . .  $  6,437   $      -
                                                    =========  =========


               LIABILITIES  AND  STOCKHOLDERS'  EQUITY

Current liabilities
  Accounts payable and accrued liabilities . . . .  $ 36,289   $  3,476
  Payable to stockholder . . . . . . . . . . . . .    10,000          -
                                                    --------------------
  Total current liabilities. . . . . . . . . . . .    46,289      3,476

Commitments and contingencies. . . . . . . . . . .         -          -

Stockholders' equity:
  Preferred stock, $0.001 par value;
    5,000,000 shares authorized; No shares
    issued or outstanding at December 31, 2002 . .         -          -

  Common stock, $0.001 par value; 100,000,000
    shares authorized; 6,023,000 and 6,013,000
    shares issued and outstanding. . . . . . . . .     6,023      6,013
  Additional paid in capital . . . . . . . . . . .    11,076     10,086
  Deficit accumulated during the development stage   (56,951)   (19,575)
                                                    ---------  ---------
    Total stockholders' equity . . . . . . . . . .   (39,852)    (3,476)

                                                    --------------------
Total liabilities and stockholders' equity . . . .  $  6,437   $      -
                                                    =========  =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                          M-GAB DEVELOPMENT CORPORATION
                        (A Development Stage Corporation)

                            Statement of Operations


<S>                                           <C>                      <C>                       <C>
                                        Cumulative from                                     Period from
                                        inception (March                                  inception (March
                                        27, 2001) through           Year ended              27, 2001) to
                                        December  31,              December 31,             December 31,
                                             2002                     2002                       2001
                                      ----------------------------------------------------------------------

Revenue. . . . . . . . . . . . . . .  $              -               $      -                 $         -

General and administrative expenses.            56,951                  37,376                       19,575

                                      ----------------------------------------------------------------------
Net loss . . . . . . . . . . . . . .  $       (56,951)              $  (37,376)               $     (19,575)
                                      ======================================================================


Basic and diluted net loss per share                                $    (0.01)               $       (0.00)

Weighted average shares outstanding                                   6,014,726                    5,490,570


</TABLE>

      The accompanying notes are an integral part of these financial statements.
                                      F-3

<PAGE>

<TABLE>
<CAPTION>


                                             M-GAB  DEVELOPMENT  CORPORATION
                                           (A  Development  Stage Corporation)

                                            Statement  of  Stockholders' Equity


                                                                                Deficit
                                                             Additional        Accumulated During
                                    Common Stock              Paid-in          the Development
                                  ----------------
                                 Shares       Par Value       Capital               Stage                       Total
                                --------     ----------     ------------      -------------------            ----------
<S>                               <C>            <C>               <C>                <C>              <C>
Issuance of common stock to
   founders on April 20, 2001     6,000,000   $  6,000      $     (5,400)  $              -                  $     600

Issuance of common stock for
   cash in August 2001. . . .        13,000         13             1,287                 1,300

Contributed capital-services.                                     14,199                                        14,199

Net loss. . . . . . . . . . .                                                          (19,575)                (19,575)
                               ------------  ------------    ------------      -------------------           ----------

Balance, December 31, 2001. .     6,013,000     6,013             10,086               (19,575)                 (3,476)

Issuance of common stock for
   cash in September 2002 . .        10,000        10                990                                         1,000

Net loss. . . . . . . . . . .                                                          (37,376)                (37,376)

                               -------------  ----------      ----------         --------------               ---------
Balance, December 31, 2002. .     6,023,000   $  6,023        $   11,076         $     (56,951)               $(39,852)
                                ===========   =========       ===========        ==============               =========
</TABLE>


    The accompanying  notes are  an integral part of these financial statements.

                                      F-4
<PAGE>


                                       M-GAB DEVELOPMENT CORPORATION
                                     (A Development Stage Corporation)

                                           Statement of Cash Flows

<TABLE>
<CAPTION>
<S>                                                     <C>                    <C>           <C>
                                                     Cumulative from                      Period from
                                                     inception (March 27,   Year ended    inception (March
                                                     2001) to December 31,  December 31,  27, 2001) to
                                                     2002                   2002          December 31, 2001
                                                     ---------------------  ------------  -----------------

Cash flows from operating activities:
Net loss                                             $            (56,951)  $   (37,376)  $        (19,575)
Adjustments to reconcile net loss to cash used in
 operating activities:
     Contributed capital for services rendered                     14,199             -             14,199
     Increase in accounts payable and
      accrued liabilities                                          36,289        32,813              3,476
                                                     ------------------------------------------------------
     Net cash used by operating activities                         (6,463)       (4,563)            (1,900)
                                                     ------------------------------------------------------

Cash flows from financing activities:
     Proceeds from issuance of stock                                2,900         1,000              1,900
     Advance from shareholder                                      10,000        10,000                  -
                                                     ------------------------------------------------------
     Net cash provided by financing activities                     12,900        11,000              1,900

Net increase in cash                                                6,437         6,437                  -
                                                     ------------------------------------------------------

Cash and cash equivalents, beginning of period                          -             -                  -
                                                     ------------------------------------------------------
Cash and cash equivalents, end of period             $              6,437   $     6,437   $              -
                                                     ======================================================

</TABLE>

      The accompanying notes are an integral part of these financial statements.


                                      F-5
<PAGE>

                          M-GAB DEVELOPMENT CORPORATION
                        (A Development Stage Corporation)

                          Notes to Financial Statements

                           December 31, 2002 and 2001



NATURE  OF  OPERATIONS  AND  ACCOUNTING  POLICIES
-------------------------------------------------

Nature  of  Operations.  The  Company incorporated in Florida on March 27, 2001.
The fiscal year end of the Company is December 31.  Planned principal operations
of  the  Company have not yet commenced; activities to date have been limited to
forming  the  Company,  developing  its  business  plan,  and  obtaining initial
capitalization.  The   Company's  business  plan  is  to  develop,   market  and
distribute  a  digitally  processed interactive travel brochure (virtual portal)
that  will contain images and full 3-D video of world-class destinations as well
as  remote  getaway  locations.  The  technology  will be licensed and sold on a
subscription  basis  via  the  Internet  to  commercial  and  consumer  markets.

Principles  of  Accounting.  The  accompanying  financial  statements  have been
prepared  in   conformity   with   generally   accepted  accounting  principles.

Accounting  Estimates.  The  preparation  of  financial statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  that  affect  the  reported  amounts  of  assets  and liabilities and
disclosures  of  contingent  assets and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  may  differ  from  those  estimates.

Shares  Issued  in  Exchange  for  Services.  The fair value of shares issued in
exchange  for  services  rendered  to the Company is determined by the Company's
officers and directors, as there is currently no market for the Company's stock.
As  of  December  31,  2002,  no  shares  have  been  issued  for  services.

Cash  and Cash Equivalents.  The Company includes cash on deposit and short-term
investments  with  original  maturities  less  than ninety days as cash and cash
equivalents  in  the  accompanying  financial  statements.

General  and  Administrative Expenses.  The Company's general and administrative
expenses  consisted  primarily  of  legal  and  accounting fees in 2002 and 2001
related  to  organization  purposes.

Research  and  Development.  Research  and  development  costs  are  expensed as
incurred  as  required  by  Statement  of  Financial Accounting Standards No. 2,
"Accounting  for  Research  and Development Costs."  As of December 31, 2002, no
costs  had  been  incurred.

Stock-Based  Compensation.  Statement of Financial Accounting Standards No. 123,
Accounting  for  Stock  Based  Compensation,  encourages,  but does not require,
companies  to  record  compensation  cost  for stock-based employee compensation
plans  at  fair  value.  The  Company  has  chosen  to  account  for stock-based
compensation  using  the  intrinsic value method prescribed in previously issued
standards.  Accordingly, compensation cost for stock options issued to employees
is  measured  as  the  excess, if any, of the fair market value of the Company's
stock  at  the date of grant over the amount an employee must pay to acquire the
stock.  Compensation  is  charged  to expense over the shorter of the service or
vesting  period.  Stock options issued to non-employees are recorded at the fair
value  of  the  services  received  or  the  fair  value  of the options issued,
whichever  is  more reliably measurable, and charged to expense over the service
period.

                                      F-6
<PAGE>

                          M-GAB DEVELOPMENT CORPORATION
                        (A Development Stage Corporation)

                          Notes to Financial Statements

                           December 31, 2002 and 2001


1.     NATURE  OF  OPERATIONS  AND  ACCOUNTING  POLICIES  -  Continued
       ---------------------------------------------------------------

Income  Taxes.  The  Company  has  made no provision for income taxes because of
financial  statement  and tax losses since its inception.  A valuation allowance
has  been  used  to offset the recognition of any deferred tax assets due to the
uncertainty  of  future  realization.  The  use  of  any  tax  loss carryforward
benefits  may  also  be  limited  as  a  result of changes in Company ownership.

Fair  Value   of  Financial  Instruments.   The  Company  considers  all  liquid
interest-earning investments with a maturity of three months or less at the date
of  purchase  to  be  cash equivalents.  Short-term investments generally mature
between  three  months  and  six  months  from  the  purchase date. All cash and
short-term  investments are classified as available for sale and are recorded at
market using the specific identification method; unrealized gains and losses are
reflected  in  other  comprehensive  income.  Cost  approximates  market for all
classifications  of  cash  and  short-term  investments; realized and unrealized
gains  and  losses  were  not  material.

Net  Loss per Common Share.  Net loss per share is calculated in accordance with
Statement  of Financial Accounting Standards No. 128, Earnings Per Share.  Basic
net  loss  per  share is based upon the weighted average number of common shares
outstanding.  Diluted net loss per share is based on the assumption that options
are included in the calculation of diluted earnings per share, except when their
effect  would  be  anti-dilutive.  Dilution is computed by applying the treasury
stock  method.  Under  this  method,  options  and  warrants  are  assumed to be
exercised at the beginning of the period (or at the time of issuance, if later),
and  as  if  funds  obtained  thereby  were used to purchase common stock at the
average  market  price  during  the  period.

2.          REALIZATION  OF  ASSETS
            -----------------------

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will continue as a going concern. As shown in the financial statements,
the  Company  has no established source of revenue, and as of December 31, 2002,
the Company had negative working capital of $39,852. In addition, the Company is
a  development  stage  entity  and is dependent on outside financing to fund its
operations.  These  factors,  among  others,  raise  substantial doubt about the
Company's  ability  to  continue  as  a  going  concern.

Management's  plans  in  regard  to  these  matters  are  to  continue  to raise
additional  capital  from  selling  the  Company's  stock.  Management  believes
actions  currently  being  taken  provide  the  opportunity  for  the Company to
continue  as  a  going concern.  However, there is no assurance that the Company
will  be  able to obtain such financing. The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.

3.     STOCKHOLDERS'  EQUITY
       ---------------------

Founders'  Stock.  The  Company issued 6,000,000 shares of common stock on April
20,  2001  for  cash  totaling  $600.

Stock-Based  Compensation.  The  Company  did  not  issue  nor  did it recognize
stock-based  compensation  from  inception (March 27, 2001) through December 31,
2002.

                                      F-6
<PAGE>

                          M-GAB DEVELOPMENT CORPORATION
                        (A Development Stage Corporation)

                          Notes to Financial Statements

                           December 31, 2002 and 2001


3.     STOCKHOLDERS'  EQUITY  -  Continued
       -----------------------------------

Private Placement Memorandum.  On June 1, 2001, the Company began an offering to
sell  up  to  100,000  shares  of  common stock at $0.10 per share pursuant to a
Private  Placement Memorandum. In August 2001, the Company sold 13,000 shares of
its  common  stock at $0.10 under this private placement. All proceeds from this
offering  were  used  for  pre-incorporation  expenditures,  consulting fees and
working  capital.

Registered  Stock  Offering.  During  the  quarter  ended December 31, 2002, the
Company  sold  10,000  shares  of  its common stock at $0.10 per share for total
proceeds  of  $1,000. The stock offering was pursuant to the Company's effective
Form SB-2/A registration statement dated November 15, 2001. The Company used the
proceeds  to  repay  advances  and  general  and  administrative  expenses.  The
Company's  registered  offering  expired  on  October  30,  2002.

Stock Option Plan.  The Company's Board and shareholders approved a Stock Option
Plan,  effective  June  1, 2001.  The plan limits the aggregate number of shares
available  to  600,000.  Each  award under the plan will be evidenced by a Stock
Purchase  Agreement;  each agreement will establish the vesting requirements and
the maximum term of the options granted. As of December 31, 2002, no options had
been  granted.

4.     RELATED  PARTY  TRANSACTIONS
       ----------------------------

Legal and Administrative Services.  The Company has engaged a shareholder as its
corporate counsel. In 2002 and for the period from inception (March 27, 2001) to
December  31,  2001, the Company incurred total legal services and out of pocket
costs  of  $15,602  and $14,059, respectively. As of December 31, 2002 and 2001,
the  Company  had  amounts  due  to its corporate counsel of $32,889 and $3,476,
respectively,  which are recorded in accounts payable and accrued liabilities in
the  accompanying  financial  statements.

The  Company's   president   elected  to   forego  a  salary  during  the  early
developmental stages. The Company's president also provides office space for the
Company.  The  Company  estimates  the  value of these services to be $5,125 and
$1,500  for  the year ended December 31, 2002 and for the period from  inception
(March 27, 2001) to December 31, 2001, respectively. As of December 31, 2002 and
2001,  the  Company  had  amounts  due  to  its  president  of  $3,400  and nil,
respectively,  which are recorded in accounts payable and accrued liabilities in
the  accompanying  financial  statements.

Stockholder Loans and Advances.  From time to time, certain Company stockholders
loan  or advance monies to the Company. Loans bear interest at rates established
at  the  time  of  the  loan;  advances  bear no interest. While these loans and
advances  have  no  maturity  dates,  they are expected to be repaid as early as
practicable.  As  of December 31, 2002, the Company had an amount payable to its
corporate  counsel  of $10,000 related to a cash advance received by the Company
to  pay  organizational  costs.

                                      F-7
<PAGE>