UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

(Check One):    |_| Form 10-K    |_| Form 20-F   |_| Form 11-K   
                |X| Form 10-Q    |_| Form N-SAR

                For Period Ended:  September 30, 2005

              |_| Transition report on Form 10-K
              |_| Transition report on Form 20-F
              |_| Transition report on Form 11-K
              |_| Transition report on Form 10-Q
              |_| Transition report on Form N-SAR
              For the Transition Period Ended: ____________________

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   Read Instruction (on back page) Before Preparing Form Please Print or Type.
             NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT
          THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART 1 -- REGISTRANT INFORMATION

M-GAB Development Corporation
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Full Name of Registrant

n/a
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Former name if Applicable

22342 Avenida Empresa, Suite 220
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Address of Principal Executive Office (Street and Number)

Rancho Santa Margarita, CA 92688
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City, State and Zip Code

PART II -- RULES 12B-25(B) AND (C)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

            (a)  The reasons described in reasonable detail in Part III of this
                 form could not be eliminated without unreasonable effort or
                 expense;

     |X|    (b)  The subject annual report, semi-annual report, transition
                 report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or a
                 portion thereof, will be filed on or before the fifteenth
                 calendar day following the prescribed due date; or the subject
                 quarterly report or transition report on Form 10-Q, or portion
                 thereof will be filed on or before the fifth calendar day
                 following the prescribed due date; and

            (c)  The accountant's statement or other exhibit required by Rule
                 12b-25(c) has been attached if applicable.




PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.

Data and other information regarding certain material operations of the Company
as well as its financial statements required for the filing are not currently
available and could not be made available without unreasonable effort and
expense.

PART IV-- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

             Carl Berg                 (949)                      635-1240
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              (Name)                (Area Code)               (Telephone Number)

(2)    Have all other periodic reports required under Section 13 or 15(d) of the
       Securities Exchange Act of 1934 or Section 30 of the Investment Company
       Act of 1940 during the preceding 12 months or for such shorter period
       that the registrant was required to file such report(s) been filed? If
       answer is no, identify report(s). |X| Yes |_| No
       _______________________________________________________________________

(3)    Is it anticipated that any significant change in results of operations
       from the corresponding period for thelast fiscal year will be reflected
       by the earnings statements to be included in the subject report or
       portion thereof? |_| Yes |X| No

       If so, attach an explanation of the anticipated change, both narratively
       and quantitatively, and, if appropriate, state the reasons why a
       reasonable estimate of the results cannot be made.

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                         M-GAB Development Corporation.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date:       November 14, 2005              By:  /s/ Carl M. Berg
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


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                                    ATTENTION
           INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
                FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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