SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )

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[ ] Preliminary Information Statement
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M-GAB Development Corporation
(Name of Registrant as Specified in Charter)

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5) Total fee paid:

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M-GAB Development Corporation
9900 Research Drive
Irvine, CA 92618

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 2006

TO OUR SHAREHOLDERS:

You are cordially invited to attend the Special Meeting of the
Shareholders of M-GAB Development Corporation (the "Company") to be held on
Thursday, April 27, 2006, at 10:00 AM, Pacific Standard Time, at our corporate
headquarters at 9900 Research Drive, Irvine, CA 92618, to discuss the following
proposals which have already been approved by a majority of our shareholders, as
described in the accompanying Information Statement:

1. The election of two (2) directors to serve beginning on the
closing of the merger with China Agro Sciences Corp., a
Florida corporation (the "Merger") and serve until the next
Annual Meeting of Shareholders and thereafter until their
successors are elected and qualified;

2. The approval of a proposal to authorize our Board of Directors
to withdraw our election to be treated as a business
development company ("BDC") pursuant to Section 54(c) under
the Investment Company Act of 1940; and

3. The approval of an amendment to our Articles of Incorporation
to change our name to China Agro Sciences Corp., to be
effective on the closing of the Merger (as defined herein).

The foregoing items of business are more fully described in the
Information Statement accompanying this Notice. The Board of Directors has fixed
the close of business on March 15, 2006, as the record date for Shareholders
entitled to notice of and to vote at this meeting and any adjournments thereof.

By Order of the Board of Directors

/s/ Carl M. Berg

Carl M. Berg, President

April 3, 2006
Irvine, California

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

INFORMATION STATEMENT

INTRODUCTION

This information statement is being mailed or otherwise furnished to
stockholders of M-GAB Development Corporation, a Florida corporation (the
"Company") in connection with the upcoming special meeting of its shareholders.
This Information Statement is being first sent to stockholders on or about April
5, 2006.

Proposals

The following proposals, each of which has been previously approved by
a majority of our shareholders, are being discussed at the meeting (the
"Proposals"):

3. The approval of an amendment to our Articles of Incorporation
to change our name to China Agro Sciences Corp., to be
effective on the closing of the Merger (as defined herein).

Vote Required

The vote which was required to approve the above Proposals is the
affirmative vote of the holders of a majority of our voting stock. Each holder
of common stock is entitled to one (1) vote for each share held.

The record date for purposes of determining the number of outstanding
shares of our voting stock, and for determining stockholders entitled to vote,
was the close of business on March 15, 2006 (the "Record Date"). Our Board of
Directors adopted the resolution approving and recommending each of the
Proposals on March 15, 2006. As of the Record Date, we had outstanding 6,550,512
shares of common stock, and no shares of preferred stock were issued or
outstanding. Holders of the shares have no preemptive rights. All outstanding
shares are fully paid and nonassessable. The transfer agent for the common stock
is Island Stock Transfer, 100 First Avenue South, Suite 212, St. Petersburg,
Florida 33701, telephone (727) 287-1512.

Vote Obtained - Section 607.0704 Florida Revised Statutes

Section 607.0704 of the Florida Revised Statutes (the "Florida Law")
provides that the written consent of the holders of the outstanding shares of
common stock, having not less than the minimum number of votes which would be
necessary to authorize or take such action at a

meeting at which all shares entitled to vote thereon were present and voted, may
be substituted for such a meeting. In order to eliminate the costs and
management time involved in obtaining proxies and in order to effect the
Proposals as early as possible in order to accomplish our purposes as hereafter
described, our Board of Directors voted to utilize, and did in fact obtain, the
written consent of the holders of a majority in interest of our common stock,
approving each of the Proposals. In order to provide a forum for shareholders to
ask questions and obtain information about the Proposals, we have elected to
also hold a special meeting of our shareholders.

Pursuant to Section 607.0704 of the Florida Revised Statutes, we are
required to provide prompt notice of the taking of the corporate action without
a meeting to the stockholders of record who have not consented in writing to
such action. This Information Statement, and the special meeting which was
noticed along with this Information Statement, is intended to provide such
notice. Under Florida Law, no dissenters' or appraisal rights are afforded to
our stockholders as a result of the approval of the Proposals.

PROPOSAL ONE
ELECTION OF DIRECTORS

Directors are normally elected by the shareholders at each annual
meeting to hold office until their respective successors are elected and
qualified, and need not be shareholders of the Company or residents of the State
of Florida. Directors may receive compensation for their services as determined
by the Board of Directors. See "Compensation of Directors." The number of
Directors as set by our Bylaws shall be no less than one (1) nor more than seven
(7). Presently, the Board consists of three (3) members, namely Carl Berg, Kevin
J. Gadawski, and Mark Stewart. Mr. Berg is an employee-director and Messrs.
Gadawski and Stewart are outside (non-employee) directors.

Voting for the election of directors is non-cumulative, which means
that a simple majority of the shares voting may elect all of the directors. Each
share of common stock is entitled to one (1) vote and, therefore, has a number
of votes equal to the number of authorized directors.

Although our management expects that each of the following nominees
will be available to serve as a director, in the event that any of them should
become unavailable prior to the closing of the transactions contemplated by the
Agreement, a replacement will be appointed by a majority of the then-existing
Board of Directors. Management has no reason to believe that any of its
nominees, if elected, will be unavailable to serve. All nominees are expected to
serve until the next Annual Meeting of Shareholders or until their successors
are duly elected and qualified.

Nominees For Election As Director

The following table sets forth certain information with respect to
persons nominated by our Board of Directors for election as Directors of the
Company and who will be elected following the closing of the transactions
contemplated by the Agreement:

Name Age Position(s)
- ----------------- ---------- ------------------------------

Zhengquan Wang 63 Director

John C. Leo 41 Director

Zhengquan Wang was born on July 18, 1942. Mr. Wang is currently a
professor emeritus at the Shenyang Agricultural University. From 1993 through
2002, he served as chairman of the board of Dalian Ruize Pesticides, Inc. From
2002 to the present, he has been serving as the president and chairman of Dalian
Runze Chemurgy Co., Ltd. His duties include overseeing day to day operations
along with being the chief research architect of new products. At Dalian
University, he specialized in the research of chemical and dye material
production. His research has lead to the development of products and production
processes that have been nationally recognized as new technical products. He has
also been recognized by the Liaoning province for "Outstanding New Product"
awards, the office of Liaoning province of Petrochemicals, and by other
scientific and technology profession journals and publications. Mr. Wang
currently acts as senior level engineering advisor to the Dalian Municipal
People's Congress, the Liaoning Provincial Party Committee, and other provincial
government expert advisory boards. He serves also on the board of the China
Institute of Pesticides, the China Industrial Chemicals Association, and the
China Pesticide Professionals Committee.

John C. Leo is the founder and president of American Union Securities,
Inc. ("AUS"), which is a full service investment banking firm registered with
the Securities and Exchange Commission, the National Association of Securities
Dealers, and the Securities Investor Protection Corporation. AUS works with both
domestic and foreign issuers, with specific expertise in identifying profitable
private companies in China that have the potential to be successful public
companies in the United States. AUS has a core focus and expertise in reverse
merger transactions and private placement financings. Prior to starting AUS, Mr.
Leo was the founder and managing member of Venture Capital Partners, LLC
("VCP"), a private merchant banking and consulting firm. VCP provided various
advisory services to late-stage private companies and small to mid-sized public
companies. These services included advising on the structure of equity and debt
financing, establishing strategic relationships, providing introductions to
investment banks and research analysts, and assisting in the selection of board
members. From 1996 through 2001, Mr. Leo worked as a market maker trading Pink
Sheet, over-the-counter Bulletin Board, and NASDAQ-listed securities as well as
IPO's. He was a registered principal and OTC trader with AM Capital and M.H.
Meyerson. At these firms, Mr. Leo was responsible for executing orders for
non-market makers as well as position trading for the firms' proprietary
accounts. While at M.H. Meyerson, between 1997 and 2001, Mr. Leo ran a
profitable trading desk for 16 consecutive quarters. Mr. Leo traded long and
short positions, used technical analysis and hedging techniques, along with
short-term charting trends to make investment decisions.

Mr. Leo has an extensive background in securities trading and the
financial transaction business. He became a registered representative in 1987
focusing on raising capital for IPO's and reverse merger transactions, as well
as private placements and secondary offerings. From 1987 through 1994, Mr. Leo
was registered with Wolf Financial Group, a New York-based investment bank and
brokerage firm. In addition to Mr. Leo's hands-on experience both structuring
and trading primary securities, he has significant experience managing
compliance matters. Mr. Leo graduated from Rollins College with a degree in
psychology. Mr. Leo maintains the following NASD registrations: Series 7, 63, 55
and 24.

Mr. Leo serves on the board of the following public companies: Goldtech
Mining Corp., Moving Bytes, Inc., and DK Investors, Inc.

Historical Compensation of Directors

In November 2003, we agreed to issue to each of Mr. Gadawski and Mr.
Stewart options to acquire 300,000 shares of our common stock, under the terms
of the M-GAB, Inc. 2001 Stock Option Plan, effective June 1, 2001, approved by
our shareholders and directors on May 15, 2001, for serving as directors of the
Company. The issuance of the options was subject to approval of the SEC pursuant
to provisions of the Investment Company Act of 1940 (the "1940 Act"). The
options were to be exercisable for a period of ten years from their grant date,
at an exercise price equal to the fair market value on the grant date, and would
have expired upon their resignation from the Board. These options were never
approved by the SEC, and effective as of the closing of the transactions
contemplated by the Agreement, Mr. Gadawski and Mr. Stewart have agreed to
cancel their rights thereto.

In addition to the compensation set forth above, we have paid Mr.
Gadawski $1,250 per quarter for additional consulting services. Mr. Berg never
received any compensation for serving as a director.

Other than as set forth herein, no compensation has been given to any
of the directors, although they may be reimbursed for any pre-approved
out-of-pocket expenses.

Board Meetings and Committees

During the fiscal years ended December 31, 2005 and 2004, the Board of
Directors did not meet, but did take action by unanimous written consent on
several occasions.

On May 16, 2003, an Audit Committee of the Board of Directors,
established in accordance with section 3(a)(58)(A) of the Exchange Act, was
formed. The directors who are members of the Audit Committee are Kevin J.
Gadawski and Mark Stewart, with Mr. Gadawski considered an audit committee
financial expert and an independent director. Effective as of the closing of the
transactions contemplated by the Agreement, Mr. Stewart and Mr. Gadawski will be
resigning as Directors of the Company, and there will be no members of the Audit
Committee.

PROPOSAL TWO
WITHDRAWAL OF OUR ELECTION TO BE TREATED
AS A BUSINESS DEVELOPMENT COMPANY PURSUANT
TO SECTION 54(c) UNDER THE INVESTMENT COMPANY ACT OF 1940

Background

We are a closed-end investment company, which elected on May 16, 2003
to be regulated as Business Development Company ("BDC") as that term is defined
in Section 54 of the Investment Company Act of 1940 (the "1940 Act"). As a BDC,
we are subject to the 1940 Act, including certain provisions applicable only to
BDC's (the "BDC Provisions"), although we are excepted from certain provisions
of the 1940 Act applicable to registered closed-end investment companies. BDC's
generally are provided greater flexibility with respect to management
compensation, capital structure, transactions among affiliates and other matters
than registered closed-end investment companies. Nevertheless, as a BDC, we
remain subject to significant regulation of its activities, as described below
under "Investment Company Act Provisions Applicable to BDC's."

Historically, our principal intended business was to make venture
capital investments in early-stage and/or developing enterprises that were
principally engaged in the development or exploitation of inventions,
technological improvements, and new or unique products and services, rather than
operate businesses directly. We were unsuccessful in carrying out our business
plan, however, and have determined that in the current environment it would be
better served to focus our efforts on the operation of businesses rather than
act as a passive investor. In consideration of our planned future operations,
the Board evaluated and discussed the feasibility of the Company continuing as a
BDC. Recently, we were approached by China Agro about a merger transaction, and
have entered into the Agreement. The Board believes that given the changing
nature of our business and investment focus from investing, reinvesting, owning,
holding, or trading in investment securities toward that of an operating
company, that the regulatory regime governing BDC's is no longer appropriate and
will hinder our future growth. The Board believes that we will not be required
to be regulated under the Act under these circumstances.

On March 15, 2006, the Board unanimously approved the proposal to
authorize the Board to withdraw our election to be treated as a BDC as soon as
practicable so that we may begin conducting business as an operating company
rather than a BDC subject to the 1940 Act. Our shareholders approved the
proposal effective as of that same date. Following the special shareholders
meeting, the withdrawal will become effective upon receipt by the SEC of our
application for withdrawal. We do not anticipate filing the application for
withdrawal until we can be reasonably certain that we will not be deemed to be
an investment company without the protection of our BDC election. After our
application for withdrawal of our BDC election is filed with the SEC, we will no
longer be subject to the regulatory provisions of the Act applicable to BDC's
generally, including regulations related to insurance, custody of securities,
composition of our Board, affiliated transactions and any compensation
arrangements.

We have undertaken several steps to meet the requirements for
withdrawal of our election to be treated as a BDC, including: (i) preparing a
plan of operations in contemplation of such a change to our status, and (ii)
consulting with outside counsel as to the requirements for withdrawing our
election as a BDC and exemption or exclusion from being deemed an "investment
company" under the 1940 Act. As of the date hereof, we believe that we meet the
requirements for filing an application to withdraw our election to be treated as
a BDC.

We expect to remain a fully reporting company with our common stock
traded on the Over the Counter Bulletin Board.

Investment Company Act Provisions Applicable to BDC's

Although the 1940 Act exempts a BDC from registration under that Act,
it contains significant limitations on the operations of BDC's. Among other
things, the 1940 Act contains prohibitions and restrictions relating to
transactions between a BDC and its affiliates, principal underwriters and
affiliates of its affiliates or underwriters, and it requires that a majority of
the BDC's directors be persons other than "interested persons," as defined under
the 1940 Act. The 1940 Act also prohibits a BDC from changing the nature of its
business so as to cease to be, or to withdraw its election as, a BDC unless so
authorized by the vote of the holders of a majority of its outstanding voting
securities. BDC's are not required to maintain fundamental investment policies
relating to diversification and concentration of investments within a single
industry.

Generally, a BDC must be primarily engaged in the business of
furnishing capital and providing managerial expertise to companies that do not
have ready access to capital through conventional financial channels. Such
portfolio companies are termed "eligible portfolio companies." More
specifically, in order to qualify as a BDC, a company must (1) be a domestic
company; (2) have registered a class of its equity securities or have filed a
registration statement with the Securities and Exchange Commission pursuant to
Section 12 of the Securities Exchange Act of 1934; (3) operate for the purpose
of investing in the securities of certain types of portfolio companies, namely
immature or emerging companies and businesses suffering or just recovering from
financial distress; (4) extend significant managerial assistance to such
portfolio companies; and (5) have a majority of "disinterested" directors (as
defined in the 1940 Act).

An eligible portfolio company is, generally, a U.S. company that is not
an investment company and that (1) does not have a class of securities
registered on an exchange or included in the Federal Reserve Board's
over-the-counter margin list; or (2) is actively controlled by a BDC and has an
affiliate of a BDC on its board of directors; or (3) meets such other criteria
as may be established by the Securities and Exchange Commission. Control under
the 1940 Act is generally presumed to exist where a BDC owns 25% of the
outstanding voting securities of the company.

The 1940 Act prohibits or restricts companies subject to the 1940 Act
from investing in certain types of companies, such as brokerage firms, insurance
companies, investment banking firms and investment companies. Moreover, the 1940
Act limits the type of assets that BDC's may acquire to "qualifying assets" and
certain assets necessary for its operations (such as office furniture, equipment
and facilities) if, at the time of acquisition, less than 70% of the value of
the BDC's assets consist of qualifying assets. Qualifying assets include: (1)
securities of companies that were eligible portfolio companies at the time the
BDC acquired their securities; (2) securities of bankrupt or insolvent companies
that were eligible at the time of the BDC's initial acquisition of their
securities but are no longer eligible, provided that the BDC has maintained a
substantial portion of its initial investment in those companies; (3) securities
received in exchange for or distributed in or with respect to any of the
foregoing; and (4) cash items, government securities and high-quality short-term
debt. The 1940 Act also places restrictions on the nature of the transactions in
which, and the persons from whom, securities can be purchased in order for the
securities to be considered qualifying assets. These restrictions include
limiting purchases to transactions not involving a public offering and acquiring
securities from either the portfolio company or its officers, directors, or
affiliates.

A BDC is permitted to invest in the securities of public companies and
other investments that are not qualifying assets, but those kinds of investments
may not exceed 30% of the BDC's total asset value at the time of the investment.

A BDC must make significant managerial assistance available to the
issuers of eligible portfolio securities in which it invests. Making available
significant managerial assistance means, among other things, any arrangement
whereby the BDC, through its directors, officers or employees, offers to
provide, and, if accepted does provide, significant guidance and counsel
concerning the management, operations or business objectives and policies of a
portfolio company. The portfolio company does not have to accept the BDC's offer
of managerial assistance, and if they do accept may be required to pay
prevailing market rates for the services.

We do not currently have any investments in eligible portfolio
companies.

Reasons for the Potential Withdrawal of the Company as a BDC

Given our investment focus, asset mix, business and operations as
planned, the Board believes that it is prudent for us to withdraw our election
as a BDC as soon as practicable to eliminate many of the regulatory, financial
reporting and other requirements and restrictions imposed by the 1940 Act as
discussed above. For example:

o Issuance of Securities other than Common Stock. BDC's are
limited or restricted as to the type of securities other than
common stock which they may issue. The issuance of convertible
securities and rights to acquire shares of common stock (e.g.,
warrants and options) is restricted primarily because of the
statutory interest in facilitating computation of our net
asset value per share. In addition, issuances of senior debt
and senior equity securities require that certain "asset
coverage" tests and other criteria be satisfied on a
continuing basis. This significantly affects the use of these
types of securities because asset coverage continuously
changes by variations in market prices of our investment
securities. Operating companies, including holding companies
operating through subsidiaries, benefit from having maximum
flexibility to raise capital through various financing
structures and means. As of the time of the closing of the
transactions contemplated by the Agreement, we will not have
any outstanding securities other than common stock.

o Related Party Transactions. The 1940 Act significantly
restricts among other things (a) transactions involving
transfers of property in either direction between us and most
of our affiliated persons (or the affiliated persons of such
affiliated persons) and (b) transactions between us and such
affiliated persons (or the affiliated persons of such
affiliated persons) participating jointly on the one hand and
third parties on the other. To overcome these investment
company restrictions, which are somewhat relaxed as applied to
BDC's, requires SEC approval, which is often a time-consuming
and expensive procedure, regardless of the intrinsic fairness
of such transactions or the approval thereof by our
disinterested directors. We believe situations may arise in
which a corporation's best interests are served by such
transactions. The Board believes that stockholders are
adequately protected by the fiduciary obligations imposed on
our directors under state corporate law, which generally
requires that the disinterested members of the Board determine
fairness to us of an interested-party transaction (provided
full disclosure of all material facts regarding the
transaction and the interested party's relationship with us is
made), and SEC disclosure rules, which require us to include
specified disclosure regarding transactions with related
parties in our SEC filings.

o Business Focus. The nature of our business is changing from a
business that intended to be in the business of investing,
reinvesting, owning, holding, or trading in investment
securities toward that of an operating company. The Board
believes that BDC regulation would be inappropriate for such
activities.

o Issuance of Common Stock. By virtue of our BDC election, we
may not issue new shares of common stock at a per share price
less than the then net asset value per share of outstanding
common stock without prior stockholder approval. Conceivably,
the market prices for "BDC" stock could be lower than net
asset value, making it much more difficult for the BDC to
raise equity capital. While this restriction provides
stockholders of an investment company with appropriate and
meaningful protection against dilution of their indirect
investment interest in portfolio securities, our Board
believes that this would essentially be irrelevant to the
interests of investors in an operating company, who look to
its consolidated earnings stream and cash flow from operations
for investment value. We have not issued any common stock at
less than its net asset value.

o Compensation of Executives. The 1940 Act limits the extent to
which and the circumstances under which executives of a BDC
may be paid compensation other than in the form of salary
payable in cash. For example, the issuance of stock is
generally prohibited. However, the Board believes that by
achieving greater flexibility in the structuring of employee
compensation packages, we will be able to attract and retain
additional talented and qualified personnel and to more fairly
reward and more effectively motivate our personnel in
accordance with industry practice. We have not provided any
compensation to our executives other than cash.

o Eligible Investments. As a BDC, we may not acquire any asset
other than "Qualifying Assets" unless, at the time the
acquisition is made, Qualifying Assets represent at least 70%
of the value of the total assets (the "70% test"). Because of
the limitations on the type of investments we may make, as
well as our total asset composition, we may be foreclosed from
participating in prudent investment opportunities and
otherwise lack diversification. We do not have any Qualifying
Assets.

Moreover, we must incur significant general and administrative costs in
order to comply with the regulations imposed by the 1940 Act. Management devotes
considerable time to issues relating to compliance with the 1940 Act and we
incur legal and accounting fees with respect to such matters. The costs of this
regulation are borne by, and the protections of this regulation are for the
benefit of, our stockholders. The Board believes that resources now being
expended on the 1940 Act compliance matters could be utilized more productively
if devoted to the operation of our business. The Board has determined that the
costs of compliance with the 1940 Act are substantial, especially when compared
to our relative size and net income, and that it would therefore be in the
financial interests of our stockholders for us to cease to be regulated under
the Act altogether.

The Board believes that the above reasons, among others, indicate that
the restrictions of the 1940 Act would have the effect of dampening market
interest in us and hindering our financial growth in the future. The Board has
determined that the most efficacious way to reduce these costs, improve
profitability, and eliminate the competitive disadvantages we experience due to
compliance with the many requirements and restrictions associated with operating
as a BDC under the Act would be to withdraw our election to be treated as a BDC.
However, thee are no assurances that withdrawal of our election to be treated as
a BDC will have a beneficial effect on us.

Effect of Election to Withdrawal as a BDC on Our Financial Statements

Upon the withdrawal of our election to be treated as a BDC, the
fundamental nature of our business will change from that of investing in a
portfolio of securities, with the goal of achieving gains on appreciation and
dividend income, to that of being actively engaged in the ownership and
management of operating businesses, with the goal of generating income from the
operations of those businesses.

The election to withdraw as a BDC under the Act will result in a change
in our method of accounting. Although most of these changes would not have
applied until we had Qualifying Assets, the differences in accounting methods
are as follows:

o investments in our subsidiaries and other investments would be
reported on the historical cost method. After the withdrawal,
we will have our subsidiaries audited and consolidated with
us.

o BDC financial statement presentation and accounting utilizes
the value method of accounting used by investment companies,
which allows BDC's to recognize income and value their
investments at market value as opposed to historical cost. As
an operating company, the required financial statement
presentation and accounting for securities held will be either
fair value or historical cost methods of accounting, depending
on the classification of the investment and our intent with
respect to the period of time we intend to hold the
investment. This change in method of accounting could reduce
the market value of investments in privately held companies by
eliminating the BDC's ability to report an increase in value
of its holdings as they occur. Also, as an operating company,
we will have to consolidate our financial statements with
subsidiaries, thus eliminating the portfolio company reporting
benefits available to BDC's.

o Pursuant to Accounting Principles Board Opinion 20, Paragraph
34, in reporting the changes in a reporting entity, if the
Board concludes that the accounting method changes create
unclear past financial performance, previous financial
statements will have to be restated for all prior periods
presented in order to show financial information for the new
reporting entity for all periods.

o Once the BDC election is withdrawn, we will be eligible to
report our financial results under Regulation S-B, applicable
to small business issuers. While the nature of financial
information will not materially change, we will be reporting
balance sheet data for only the current period. All other
financial statements will be presented for the current period
and the same period of the immediately preceding year. As a
BDC, we have been required to report under Regulation S-X,
which mandates, among other things, an additional year of
disclosure on all financial statements.

We do not believe that the withdrawal of our election to be treated as
a BDC will have any impact on our federal income tax status, since we have never
elected to be treated as a regulated investment company under Subchapter M of
the Internal Revenue Code (electing for treatment as a regulated investment
company under Subchapter M generally allows a qualified investment company to
avoid paying corporate level federal income tax on income it distributes to its
stockholders). Instead, we have always been subject to corporate level federal
income tax on our income (without regard to any distributions we make to our
stockholders) as a "regular" corporation under Subchapter C of the Code. There
will be no change in our federal income tax status as a result of our becoming
an operating company.

Adverse Effect on Shareholders When Election is Withdrawn.

When the election to be treated as a BDC is withdrawn, shareholders may
be adversely affected. The shareholders rights that will be lost include a
requirement that a majority of the Board of Directors be independent of
management, we will no longer have restrictions on investments and stock
issuance, and officers and directors can receive our stock as consideration for
services rendered.

PROPOSAL THREE
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY

On March 15, 2006, our Board of Directors approved, declared it
advisable and in our best interests, the proposed amendment to Article 1 of our
Articles of Incorporation to change our name to China Agro Science Corp.

The Board of Directors believes that it is advisable and in our best
interests to change the name in order to more accurately reflect changes in our
business focus and changes in management.

OTHER INFORMATION

The Merger

On March 15, 2006, we entered into an Agreement and Plan of Merger (the
"Agreement") with China Agro Sciences Corp., a Florida corporation ("China
Agro") whereby, at the closing, China Agro will merge with DaLian Acquisition
Corp, a Florida corporation that is our wholly-owned subsidiary (the "Merger").
As a result of the merger, China Agro will become our wholly-owned subsidiary,
and we will issue 13,349,488 shares of M-GAB common stock to the former owners
of China Agro. At the same time, certain of the China Agro shareholders will
acquire 5,500,000 of our shares directly from our majority shareholder,
director, and sole officer, Carl M. Berg, and his holding company. Following the
closing, the China Agro shareholders will own 18,849,488 shares of our common
stock, or 94.2% of our then-outstanding 20,000,000 shares. As a condition
precedent to the closing, we are required to take certain steps that will
require shareholder approval, including terminating our status as a Business
Development Company under the Investment Company Act of 1940. We anticipate that
a closing will take place in late April 2006.

Following the closing, our Board of Directors will consist of the two
(2) director nominees set forth in this Information Statement. In addition, Mr.
Wang will serve as our Chief Executive Officer and Chief Financial Officer,
while Mr. Leo will serve as our corporate Secretary.

China Agro owns, through Ye Shun International, a Hong Kong registered
enterprise, all of DaLian Runze Chemurgy Co., Ltd., to which DaLian Raiser
Chemurgy Co., Ltd, a state-appointed manufacturer that specializes in the
production of pesticides and herbicides, has licensed certain rights. DaLian
Raiser is one of the largest Acetochlor herbicide manufacturers in China, and it
is anticipated that China Agro will acquire all the business activities of
DaLian Raiser upon completion of the Merger.

The approval of our shareholders is not required for the Merger.

Directors and Executive Officers

The following table sets forth the names and ages of our current
directors and executive officers, the principal offices and positions with the
Company held by each person and the date such person became a director or
executive officer. Our executive officers 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.

Name Age Position(s)
- ------------------- --- ----------------------------------------------------

Carl M. Berg 37 Chairman of the Board, President, Secretary, and
Treasurer (2001)

Kevin J. Gadawski 38 Director (2003)

Mark Stewart 39 Director (2003)

Carl M. Berg has served as our director and officer since our
inception. He also currently serves as a company executive with STSN, Inc., a
provider of wired and wireless broadband communications for business travelers,
where he has served since 2003. Prior to STSN, from 1999 to 2003, he was a
company executive with Sandlot Corporation, a startup subscription management
software company. Sandlot is involved in managing subscription-based e-commerce.
Mr. Berg directed business initiatives as the Business Development Manager,
which 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.

Kevin J. Gadawski joined our Board of Directors in May 2003. He also
serves as the President of Worldwide Medical in Lake Forest, California, where
he previously served as the Chief Operating Officer and Chief Financial Officer
for Worldwide Medical Corporation from May of 2002. From May of 2001 to May of
2002, Mr. Gadawski served as the Chief Financial Officer of California Software
Corporation in Irvine, California. From June of 2000 through May of 2001, Mr.
Gadawski was the Chief Financial Officer for e-net Financial.com in Costa Mesa,
California. His primary duties included financial reporting and financial
management. For the five years prior to that, Mr. Gadawski served in various
capacities including Director of Internal Audit and Divisional Controller with
Huffy Corporation in Miamisburg, Ohio. Mr. Gadawski began his career in the
audit department of KMPG Peat Marwick, LLP.

Mark Stewart joined our Board of Directors in November 2003. Mr.
Stewart has been a principal with Mark Stewart Securities, Inc., a NASD
broker-dealer, since 1996. Mr. Stewart started his career with American Express
Financial Advisors (IDS) in 1991, and served as head trader at numerous firms
from 1991 to 1996.

Audit Committee

On May 16, 2003, an Audit Committee of the Board of Directors,
established in accordance with section 3(a)(58)(A) of the Exchange Act, was
formed. The Audit Committee has not yet had any meetings, and has taken only one
action, that being the approval of our independent auditor to prepare our
federal and state tax returns. In accordance with a written charter adopted by
our Board of Directors, the Audit Committee assists the Board of Directors in
fulfilling its responsibility for oversight of the quality and integrity of our
financial reporting process, including the system of internal controls. For the
financial statements included with our Annual Report on Form 10-KSB for the year
ended December 31, 2004, the Audit Committee: (i) reviewed and discussed the
audited financial statements with management, (ii) one member of the Audit
Committee discussed with the independent auditors the matters required to be
discussed by SAS 61, (iii) received the written disclosures and the letter from
the independent accountants required by Independence Standards Board Standard
No. 1, (iv) one member of the Audit Committee discussed with the independent
accountant the independent accountant's independence, and (v) made any
recommendations to our Board of Directors concerning inclusion of the audited
financial statements in our annual report on Form 10-KSB. We anticipate similar
activity by the members of the Audit Committee with respect to the financial
statements for the year ended December 31, 2005.

The directors who are members of the Audit Committee are Kevin J.
Gadawski and Mark Stewart, with Mr. Gadawski considered an audit committee
financial expert and an independent director in accordance with Exchange Act
Rule 10A(m)(3).

Our Audit Committee has a charter, which was approved by the Board of
Directors on May 16, 2003.

Compensation Committee

On May 16, 2003, a Compensation Committee of the Board of Directors
was formed. The Compensation Committee consists of Mr. Gadawski and Mr. Stewart,
has not had any meetings, and has not taken any actions.

Nominating Committee

We do not currently have a nominating committee, and do not have a
policy with respect to the consideration of candidates recommended by security
holders, primarily because we have not historically anticipated any openings on
our Board of Directors. As such, we do not have a nominating committee charter,
and all of our directors participate in the director nominee process.

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

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

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

Code of Ethics

We have not adopted a written code of ethics, primarily because we
believe and understand that our officers and directors adhere to and follow
ethical standards without the necessity of a written policy.

Executive Compensation

None of our employees are subject to a written employment agreement.
Our president elected to forego a salary during the early developmental stages,
and also provided office space. We estimate the value of these services to be
$6,000 for each year for the years ended December 31, 2004 and 2003. As of
December 31, 2005 and 2004 we did not have any amounts owed to our president as
he elected to forgive any outstanding amounts he was owed and to forego a salary
until further notice.

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. In November 2003, we agreed to issue options
to acquire 600,000 shares under the Plan to our two independent directors;
however, these options would not be issued until such time as approved by the
Commission in accordance with rules and regulations applicable to BDC's. Our
Application For an Order Pursuant to Section 61(a)(3)(B) of The Investment
Company Act of 1940 to Permit the Issuance of Stock Options to Non-Interested
Directors was never approved, and effective as of the closing of the
transactions contemplated by the Agreement, the 2001 Stock Option Plan will be
terminated.

The Summary Compensation Table shows certain compensation information
for services rendered in all capacities for the fiscal years ended December 31,
2005, 2004 and 2003. Other than as set forth herein, no executive officer's
salary and bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.

Annual Compensation Long Term Compensation
------------------------------------ ---------------------------------------------------------
Awards Payouts
------------------------------ -----------------------
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Name and Salary Bonus Compensation Awards Options SARs Payouts Compensation
Principal Position Year ($) ($) ($) ($) (#) ($) ($)

Carl M. Berg 2005 -0- -0- $ -0- -0- -0- -0- -0-
Chairman, President, 2004 -0- -0- $ -0- -0- -0- -0- -0-
Secretary, Treasurer
2003 -0- -0- $ 6,000 (1) -0- -0- -0- -0-

Kevin J. Gadawski 2005 -0- -0- $ 5,000 -0- -0- -0- -0-
Director 2004 -0- -0- $ 5,000 (2) -0- -0- -0- -0-
2003 -0- -0- $ 5,000 -0- -0- -0- -0-

Mark Stewart 2005 -0- -0- $ -0- -0- -0- -0- -0-
Director 2004 -0- -0- $ -0- -0- -0- -0- -0-
2003 -0- -0- $ -0- -0- -0- -0- -0-

(1) This amount was accrued until March 26, 2004, when Mr. Berg elected to
forgive all amounts owed to him, as well as any future salary until
further notice.

(2) As of December 31, 2004, Mr. Gadawski received $2,500 of this amount. The
other $2,500 has been accrued.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)

Percent of Total
Number of Securities Options/SARs
Underlying Granted Exercise or
Options/SARs Granted to Employees In Fiscal Base Price
Name (#) Year ($/Sh) Expiration Date

Carl M. Berg -0- N/A N/A N/A

Kevin J. Gadawski -0- N/A N/A N/A

Mark Stewart -0- N/A N/A N/A

AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

Value of Unexercised
Number of Unexercised In-The-Money
Shares Acquired Securities Underlying Option/SARs
On Value Options/SARs at FY-End at FY-End
Exercise Realized (#) ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable

Carl M. Berg N/A N/A N/A N/A

Kevin J. Gadawski N/A N/A N/A N/A

Mark Stewart N/A N/A N/A N/A

Compensation of Directors

In November 2003, we agreed to issue to each of Mr. Gadawski and Mr.
Stewart options to acquire 300,000 shares of our common stock, under the terms
of the M-GAB, Inc. 2001 Stock Option Plan, effective June 1, 2001, approved by
the Company's shareholders and directors on May 15, 2001, for serving as
directors of the Company. The issuance of the options was subject to approval of
the SEC pursuant to provisions of the Investment Company Act of 1940 (the "1940
Act"). The options were to be exercisable for a period of ten years from their
grant date, at an exercise price equal to the fair market value on the grant
date, and would have expired upon their resignation from the Board. These
options were never approved by the SEC, and effective as of the closing of the
transactions contemplated by the Agreement, Mr. Gadawski and Mr. Stewart have
agreed to cancel their rights thereto.

In addition to the compensation set forth above, we have paid Mr.
Gadawski $1,250 per quarter for additional consulting services. Mr. Berg never
received any compensation for serving as a director.

Other than as set forth herein, no compensation has been given to any
of the directors, although they may be reimbursed for any pre-approved
out-of-pocket expenses.

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.

We have engaged one of our shareholders, Mr. Lebrecht, as our corporate
counsel. For the twelve months ended December 31, 2004, we did not incur any
legal fees to Mr. Lebrecht's law firm since he has agreed to forego all fees for
legal services related to our Company until further notice. Prior to this
agreement, we incurred fees related to legal services and out of pocket costs to
Mr. Lebrecht's firm of $37,730 for the twelve months ended December 31, 2003.
However, Mr. Lebrecht agreed to forgive amounts due to his law firm in 2004 and
2005.

Our President, Mr. Berg, has elected to forego a salary during our
early development stages. He also provided office space for us. We estimate the
value of these services to be $6,000 per year for the twelve months ended
December 31, 2004 and 2003. As of December 31, 2005 and 2004, we did not have
any amounts owed to Mr. Berg as he has agreed to forgive all amounts we owed to
him until further notice. In addition, one of our directors, Mr. Gadawski,
provides consulting services to us

In November 2003, we agreed to issue to each of Mr. Gadawski and Mr.
Stewart options to acquire 300,000 shares of our common stock for serving as
directors of the Corporation. The issuance of the options is subject to approval
of the SEC pursuant to provisions of the Investment Company Act of 1940. The
options were to be exercisable for a period of ten years from their grant date,
at an exercise price of $0.15 per share, and were to expire upon their
resignation from the Board. These options were never approved by the SEC, and
effective as of the closing of the transactions contemplated by the Agreement,
Mr. Gadawski and Mr. Stewart have agreed to cancel their rights thereto.

In addition to the compensation set forth above, we have paid Mr.
Gadawski $1,250 per quarter for additional consulting services.

Security Ownership of Certain Beneficial Owners and Management (Before Merger)

The following table sets forth, as of March 15, 2006, 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 10% of each class of the Company's outstanding
equity securities; and (iii) all Directors and Executive Officers as a group.

Common Stock
------------

Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership of Class (1)
- ----- ------------------- -------------------- ------------

Common Carl Berg (2) 5,550,000 (3) 84.7%
Stock

Common Kevin Gadawski (2) 300,500 (4)(5) 4.4% (5)
Stock

Common Stock Mark Stewart (2) 300,000 (5) 4.4% (5)

Common All Directors and Officers 6,150,500 (3)(4)(5) 86% (5)
Stock As a Group (3 persons)

(1) Unless otherwise indicated, based on 6,550,512 shares of
common stock issued and outstanding as of March 15, 2006.
Shares of common stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are
deemed outstanding for purposes of computing the percentage of
the person holding such options or warrants, but are not
deemed outstanding for the purposes of computing the
percentage of any other person.

(2) The address of each shareholder is c/o M-GAB Development
Corporation, 9900 Research Drive, Irvine, CA 92618.

(3) Includes 3,000,000 shares held in the name of Sadie, LLC, an
entity wholly-owned and controlled by Mr. Berg. Mr. Berg is
the Company's sole officer.

(4) Includes 500 shares held by Mr. Gadawski's spouse.

(5) Includes options to acquire 300,000 shares of common stock
which were be granted to each of Mr. Gadawski and Mr. Stewart
upon approval by the Commission in compliance with the
Investment Company Act of 1940. In connection with the
transactions contemplated by the Agreement, these options will
be cancelled upon the closing thereof.

Security Ownership of Certain Beneficial Owners and Management (After Merger)

The following table sets forth, as of the closing of the Merger,
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 10% of each class of the Company's
outstanding equity securities; and (iii) all Directors and Executive Officers as
a group.

Common Stock
------------

Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership of Class (1)
- ----- ------------------- -------------------- ------------

Common Zhengquan Wang (2)(3) 16,000,000 (4) 80.0% (4)
Stock

Common John C. Leo (2) 700,000 (5) 3.5% (4)
Stock c/o American Union Securities, Inc.
100 Wall Street, 15th Floor
New York, NY 10005

Common All Directors and Officers 16,700,000 (4)(5) 83.5% (4)(5)
Stock As a Group (2 persons)

(1) Unless otherwise indicated, based on 20,000,000 shares of
common stock issued and outstanding following the Merger.
Shares of common stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are
deemed outstanding for purposes of computing the percentage of
the person holding such options or warrants, but are not
deemed outstanding for the purposes of computing the
percentage of any other person.

(2) Indicates one of our officers or directors.

(3) Unless indicated otherwise, the address of the shareholder is
101 Xinanyao Street, Jinzhou District, Dalian, Liaoning
Province, PRC 116100.

(4) Includes 3,000,000 shares held by Xiufen Bi, 3,000,000 shares
held by Qiming Wang, 2,000,000 shares held by Yinghua Wang,
and 2,000,000 shares held by Feng Yang, Mr. Wang's spouse,
son, daughter, and son-in-law, respectively.

(5) Includes 600,000 shares of common stock held of record by
American Union Securities, Inc., of which Mr. Leo is the
President and controlling shareholder.

The issuer is not aware of any person who owns of record, or is known
to own beneficially, five percent or more of the outstanding securities of any
class of the issuer, other than as set forth above. The issuer is not aware of
any person who controls the issuer as specified in section 2(a)(1) of the
Investment Company Act of 1940. There are no classes of stock other than common
stock issued or outstanding. There are currently warrants outstanding to acquire
333,334 shares of our common stock at $0.15 per share, which will be cancelled
upon the closing of the transactions contemplated by the Agreement, and other
than as set forth herein, there are no options, warrants, or other rights to
acquire common stock outstanding. The Company does not have an investment
advisor.

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

OTHER MATTERS

We have enclosed a copy of our Annual Report on Form 10-K to
Shareholders for the year ended December 31, 2005 with this Information
Statement.

By Order of the Board of Directors

/s/ Carl M. Berg

Carl M. Berg, President

Irvine, California
April 3, 2006