Information contained herein is subject to completion or amendment. A

registration statement relating to these securities has been filed with the

Securities and Exchange Commission. These securities may not be sold nor may

offers to buy be accepted prior to the time the registration statement becomes

effective. This prospectus shall not constitute an offer to sell or the

solicitation of an offer to buy nor shall there by any sale of these securities

in any State in which such offer, solicitation or sale would be unlawful prior

to registration or qualification under the securities laws of any such State.

Registration No.

	U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
	Form SB-2/A-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
	MGCC INVESTMENT STRATEGIES INC. (Name of small business issuer in its charter)
NEVADA		8748	88-0495105
(State of jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
	Raymond Cottrell, President 3105 N. Rainbow Blvd. Las Vegas, NV 89108 Tel: (702) 312-3072
	(Address, including zip code and telephone number of principal executive offices and principal place of business and name, address and telephone number of agent for service)

     Approximate date of proposed sale to the public - As soon as practicable

from time to time after this registration statement becomes effective.

     If this Form is filed to register additional securities for an offering

pursuant to Rule 462(b) under the Securities Act, check the following box and

list the Securities Act registration statement number of the earlier effective

registration statement for the same offering. [ ] _________________________.

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)

under the Securities Act check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. [ ] _________________________.

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)

under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. [ ] _________________________.

     If the delivery of the prospectus is expected to be made pursuant to Rule

434, check the following box. [ ]                          .

                     CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount of securities to be registered	Dollar amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock	1,000,000 shares	$100,000	$0.10	$100,000	$246.00

The registrant hereby amends this registration statement on such date or dates

as may be necessary to delay its effective date until the registrant shall file

a further amendment which specifically states that this registration statement

shall thereafter become effective in accordance with Section 8(a) of the

Securities Act of 1933 or until the registration statement shall become

effective on such date as the Commission, acting pursuant to said Section 8(a),

may determine.

<PAGE>

                        Prospectus dated June 1, 2002

                        MGCC INVESTMENT STRATEGIES INC.

                 1,000,000 shares of $0.0001 par value Common Stock

                      Purchase Price of $0.10 per share

The Offering:

                                  Per Share           Total

Public Price                        $0.10               $  100,000

Underwriting Discounts/

     Commissions (1)(2)                                 $     0.00

Proceeds to MGCC Investment Strategies Inc.  (3)        $  100,000

This is a "self-underwritten" public offering, with no minimum purchase

requirement.

(1) We are not using an underwriter for this offering.

See "Plan of Distribution."

(2) The expenses indicated do not include legal,

accounting, printing, and related costs incurred in

making this offering. We will need to pay all such costs,

which we estimate to be $10,000.

(3) There is no arrangement to place the proceeds from this offering in an

escrow, trust or similar account. Any funds raised from this offering will be

immediately available to MGCC Investment Strategies Inc. for its use.

Our Company, MGCC Investment Strategies Inc. was organized on in Nevada on

June 8, 2000.

We intend to provide guidance to public companies and other companies wishing

to enter the public markets to raise capital, raise awareness of their

businesses and effect strategic mergers, acquisition and other business

combinations. We may receive fees as compensation for our efforts.

This is an initial public offering of common stock. There is no public trading

market for our stock, and no assurance can be given that an active market will

ever develop. The offering price for our stock may not be the same as any market

price for our stock that might develop after the offering.

This offering involves a high degree of risk, and the securities offered by this

prospectus are highly speculative. You should only buy this stock if you can

afford to lose your entire investment. SEE "RISK FACTORS" (BEGINNING ON PAGE 6)

AND "DILUTION' (BEGINNING ON PAGE 13) TO READ ABOUT RISKS YOU SHOULD CAREFULLY

CONSIDER BEFORE BUYING THIS STOCK.

Neither the Securities and Exchange Commission nor any state securities

commission has approved or disapproved these securities or determined whether

the information in this prospectus is truthful or complete. It is a criminal

offense for anyone to inform you otherwise.

The information in this prospectus will be subject to completion or amendment. A

registration statement relating to these securities has been filed with the

Securities and Exchange Commission. We may not sell these securities, nor may we

accept offers to buy, until the registration statement becomes effective. This

prospectus shall not constitute an offer to sell or the solicitation of an offer

to buy, nor shall we sell any of these securities, in any state where such

offer, solicitation or sale would be unlawful before registration or

qualification under such state's securities laws.

                                        2
 

Inside front cover page of prospectus

                              TABLE OF CONTENTS

                                                                           Page

Summary .....................................................................4

Summary of Selected Financial Information ....................................5

Risk Factors..................................................................5

Use of Proceeds ..............................................................9

Determination of Offering Price ..............................................9

Dilution ....................................................................10

Plan of Distribution ........................................................12

Legal Proceedings............................................................13

Directors, Executive Officers, Promoters &

    Control Persons ........................................................14

Security Ownership of Certain Beneficial

     Owners and Managers ....................................................15

Description of Securities....................................................16

Interest of Named Experts and Counsel  ......................................16

Shares Eligible for Future Sale..............................................16

Limitations on Directors and Officers Liability..............................17

Organization Within the Last Five Years......................................17

Description of Business......................................................17

Management's Discussion and Analysis or

       Plan of Operation ....................................................20

Description of Property .....................................................21

Market for Common Equity and Related Transactions ...........................21

Executive Compensation.......................................................21

Certain Relationships and Related Transactions...............................22

Changes in and Disagreements with Accountants

     on Accounting and Financial Disclosure..................................22

Financial Statements ...............................................F-1 to FQ-7

                         MGCC Investment Strategies Inc.

                                   Offering of

                        1,000,000 Shares of Common Stock

                                   PROSPECTUS

                                  June 1, 2002

MGCC Investment Strategies Inc. intends to become a fully reporting company and

intends to file with the Securities and Exchange Commission (the "SEC") all

reports and other information required under the Securities Exchange Act of

1934. The public may read and copy, at certain prescribed rates, such material

at the Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.

The SEC maintains a website at http://www.sec.gov, which contains reports,

proxy, other information statements, and other information regarding issuers

that file electronically.

Our stock currently has no public trading market. Once this Form SB-2 becomes

effective, we intend to prepare a Form 15c2-11 and seek a market maker to apply

for a quotation on the Over the Counter Bulletin Board (OTCBB). We believe

obtaining a quotation on the OTCBB will provide some liquidity for our

shareholders and create a public market for our securities. However, there is no

guarantee that MGCC will obtain a quotation or that a public market for our

securities will develop, even if we do obtain a quotation on the OTCBB.

We do not plan to send annual reports to our shareholders. However, upon request

we will send our shareholders a copy of our annual report (which will include

audited financial statements) free of charge. We will also provide free of

charge, to each person who has received a prospectus, a copy of any information

incorporated herein by reference. To request such information, call (702)

312-3072 or write to: Raymond R. Cottrell, president, MGCC Investment Strategies

Inc., 3105 N. Rainbow Bvld, Las Vegas, Nevada 89108.

                                        3
 

First page of the prospectus

                                     SUMMARY

The following summary highlights the more detailed information and financial

statements appearing elsewhere in this prospectus. It is only a summary. We urge

you to read the entire prospectus carefully, especially the risks of investing

in our common stock as discussed in the "Risk Factors" section beginning on page

6.

                        MGCC INVESTMENT STRATEGIES, INC.

MGCC Investment Strategies, Inc. was organized on in Nevada on June 8, 2000.

We intend to provide guidance to public companies and other companies wishing

to enter the public markets to raise capital, raise awareness of their

businesses and effect strategic mergers, acquisition and other business

combinations. We may receive fees as compensation for our efforts.

                                  THE OFFERING

Securities Offered.                 1,000,000 shares of common stock.

Shares of Common Stock Outstanding. Before Offering  .................1,000,000

                                    After Offering....................2,000,000

Use of Proceeds by MGCC             MGCC will use

                                    the proceeds from this offering to (1) pay

                                    costs of the offering (estimated at

                                    $10,000); (2) to pay working capital

                                    expenses related to the startup of the

                                    business. There is a possibility that we

                                    may not sell any of the securities offered

                                    in this offering; or that we may only sell a

                                    minimal amount of securities.

                                        4
 

Risk Factors                        The stock offered by this prospectus is

                                    speculative and involves a high degree of

                                    risk. Investors should not buy this stock

                                    unless they can afford to lose their

                                    entire investment.

                       SUMMARY OF SELECTED FINANCIAL DATA

	For the Year Ended December 31, 2001 (Audited) ($)	Inception June 8, 2000 to December 31, 2000 (Audited) ($)	Cumulative Inception June 8,2000 to June, 30 2002 (Audited) ($)
ADMINISTRATIVE EXPENSES
Incorporation fee paid by principal stockholder	0	2,632	2,632
Consulting fees due to principal stockholder	5,000	0	5,000
Miscellaneous	64	0	64
Total Administrative Expenses	5,064	2,632	7,696
NET LOSS FOR THE PERIOD	5,064	2,632	7,696
BALANCE SHEET DATA
Working capital	7,814	-	7,814
Total assets	2,841	-	2,841
Total liabilities	7,905	-	7,905
Deferred registration costs	2,750	-	2,750
Stockholder's equity deficit	(5,064)	-	(5,064)
NET LOSS PER SHARE OF COMMON STOCK	$(0.0051)	$(0.0026)	$(0.0077)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	1,000,000	1,000,000	1,000,000

Note: For the six months ended June 30, 2002 and 2001, the Company had no

      operating activities

                                  RISK FACTORS

The stock offered in this prospectus inherently involves a high degree of risk,

and you should carefully consider the possibility that you may lose your entire

investment. Given this possibility, we encourage you to evaluate the following

risk factors and all other information contained in this prospectus before

buying the common stock of MGCC . Any of the following risks, alone or

together, could adversely affect our business, our financial condition, or the

results of our operations, and therefore the value of your stock.

                                        5
 

Risks Related to MGCC's Business

1. LIMITED OPERATING HISTORY; HISTORY OF LOSSES; SIGNIFICANT ACCUMULATED AND

WORKING CAPITAL DEFICITS

The Company is a development stage company which has no operating history upon

which an evaluation of its future performance and prospects can be made. As of

December 31, 2001 the Company had an accumulated deficit of $5,064 and has incurred

a net loss from operations of $7,696 for the period from inception June 8, 2000 to

June 30, 2002. We have incurred significant operating and capital expenditures and,

as a result, we expect significant net losses in the future. We will need to

generate significant revenues to achieve and maintain profitability. We may not be

able to generate sufficient revenues to achieve profitable operations. The

Company's prospects must be considered in light of the risks, expenses, delays

and difficulties frequently encountered in establishing a new business in an

emerging and evolving industry characterized by intense competition.

2. LIMITED CAPITAL AND NEED FOR SIGNIFICANT ADDITIONAL FINANCING

The Company anticipates that the maximum net proceeds of this offering will satisfy

its operating cash requirements for at least 12 months after this offering is

consummated.  However, no assurance can be given that The Company will not

require additional financing sooner than currently anticipated.  In order to

continue with its planned operations, the Company is dependent upon additional

equity financing.  There can be no assurance that additional equity financing

can be obtained. If less than the maximum amount of this offering

is raised the company may require additional financing within the next 12

months in order to continue operations.

In addition to this offering, we anticipate that we may seek additional funding

through public or private sales of our securities. That could include equity

securities, or through commercial or private financing arrangements. Adequate

funds may not be available when needed or on terms acceptable to us. In the

event that we are not able to obtain additional funding on a timely basis, we

may be required to limit any proposed operations or eliminate certain or all of

our marketing programs, either of which could harm our ability to make a profit.

3. CLIENT CONTRACTS CAN BE TERMINATED AT ANY TIME BY THE CLIENT

A majority of our potential investment banking and business consulting

contracts and engagements will be able to be terminated by our clients with

little or no notice and without significant penalty. Since the great majority

of our costs are fixed, we may not be able to reduce our costs in a timely manner

in connection with a substantial revenue loss when a major project is terminated.

The failure of a number of large projects or our inability to collect a number

of large accounts receivable could also result in significant financial loss.

4. CLIENT EXPECTATIONS

If we fail to meet our clients' expectations, we could damage our reputation and

have difficulty attracting new business. Many of our potential consulting projects,

broker and public relations engagements will be complex and critical to the success

of our clients' businesses. Our reputation could be damaged if we fail to meet a

client's expectations. This could adversely affect our ability to attract new

business from that client or others. In addition, some clients might sue us in

an attempt to collect monetary damages. If these events were to occur, our

revenues, profitability and financial condition may be materially adversely

affected.

5. ATTRACTION, RETENTION AND MANAGEMENT OF PROFESSIONAL AND ADMINISTRATIVE STAFF

MGCC's business involves the delivery of professional services and

is labor-intensive. The Company's future performance depends in upon

its ability to attract, develop, motivate and retain highly-skilled consultants,

research associates and administrative staff, particularly senior professionals

with business development skills. Qualified consultants are in great demand and

there is significant competition for employees with these skills from other

consulting and investment banking firms, research firms and

many other related enterprises. Many of these firms have substantially greater

financial resources than the Company which they may use to attract and

compensate qualified personnel. There can be no assurance that the Company will

be able to attract and retain sufficient numbers of highly skilled consultants

in the future.

Risks Related to this Offering

5. NO PUBLIC MARKET AND POSSIBLE VOLATILITY OF COMMON STOCK PRICES

Prior to this offering, MGCC Investment Strategies Inc.'s common shares have

never been freely traded and there is no public market for its stock. No

assurance can be given that an active public market will develop or be

sustained after the offering. Therefore, investors may not be able to find

purchasers for their shares of our common stock. There also can be no assurance

that MGCC's securities will be quoted on any recognized

quotation medium.  The initial public offering price of the shares has been

arbitrarily determined by MGCC Investment Strategies Inc.. The trading price

of the securities could be subject to wide fluctuations in response to

quarter-to- quarter variations in operating results, announcements, and other

events or factors.  In addition, the stock market has from time to time

experienced extreme price and volume fluctuations which have particularly

affected the market price for many companies and which often have been

unrelated to the operating performance of these companies.  These broad market

fluctuations may adversely affect the market price of the securities.

                                        6
 

6. PENNY STOCK RESTRICTIONS

MGCC Investment Strategies Inc.'s securities are not currently quoted on any

recognized quotation medium.  While there can be no assurance that any public

market will ever develop for MGCC Investment Strategies Inc.'s common stock,

if such a market should develop, trading its common stock would be

subject to the requirements of certain rules promulgated under the Securities

Exchange Act of 1934, as amended (Exchange Act), which require additional

disclosure by broker-dealers in connection with any trades involving a stock

defined as a penny stock (generally, any non-Nasdaq equity security that has

a market price of less than $5.00 per share, subject to certain exceptions).

Such rules require the delivery, prior to any penny stock transaction, of a

disclosure schedule explaining the penny stock market and the risks associated

therewith, and impose various sales practice requirements on broker-dealers

who sell penny stocks to persons other than established customers and

accredited investors (generally institutions). For these types of

transactions, the broker-dealer must make a special suitability determination

for the purchaser and have received the purchaser's written consent to the

transaction prior to sale. The additional burdens imposed upon broker-dealers

by such requirements may discourage them from effecting transactions in MGCC

Investment Strategies Inc.'s securities, which could severely limit the

liquidity of MGCC Investment Strategies Inc.'s securities and the ability of

purchasers in this offering to sell such securities in the secondary market.

7. BROAD DISCRETION IN APPLICATION OF NET PROCEEDS BY MANAGEMENT

The estimated net proceeds of the offering has been allocated to working

capital and general corporate purposes. Accordingly, MGCC Investment

Strategies Inc.'s management will have broad discretion as to the application

of these proceeds. A portion of the proceeds allocated to working capital may

be used by MGCC Investment Strategies Inc. to pay salaries, including salaries

of its executive officers, and for acquisitions. Although MGCC currently has

no agreement, arrangement or understanding with respect to any acquisition,

should an acquisition opportunity be identified by MGCC Investment Strategies

Inc., the Board of Directors may have the ability to approve such acquisition

without seeking stockholder approval.

8. DILUTION

The public offering price is substantially higher than the net tangible book

value per share of the currently outstanding Common Stock. Investors

purchasing shares of Common Stock in the Offering will therefore experience

immediate dilution in net tangible book value, assuming a $1.00 per share offering

price. See "Dilution."

9. DEPENDENCE ON KEY PERSONNEL

The Company's performance is substantially dependent on the performance of its

executive officers and other key employees and its ability to attract, train,

retain and motivate high quality personnel, especially highly qualified

technical and managerial personnel. The loss of the services of any of its

executive officers or key employees could have a material adverse effect on

its business, results of operations or financial condition. Competition for

talented personnel is intense, and there can be no assurance that the Company

will be able to continue to attract, train, retain or motivate other highly

qualified technical and managerial personnel in the future.

                                        7
 

10. INTENSE COMPETITION

The market for Investment Banking consulting services is highly competitive

and lacks significant barriers to entry. The Company expects competition to

intensify in the future. Numerous well-established companies and smaller

entrepreneurial companies marketing services that will compete with the

Company's services. There can be no assurance that the Company will be able to

compete successfully or that competitive pressures, including possible

downward pressure on the prices it charges for its services, will not

adversely affect its business, results of operations and

financial condition.

11. DEPENDENCE ON THIRD PARTY RELATIONSHIPS

The Company expects to be dependent on a number of third-party

relationships. The Company is generally dependent on  third-party

relationships with accountants, lawyers, public relations professionals,

advertisers, broker-dealers, venture capital funds, hedge funds, and other

partners. The Company expects to market its services through lawyers, accountants

and other professionals, it will outsource its public relations services to

public relations professionals and it will seek capital for its clients from

venture capital funds, private equity funds, hedge funds and other investors.

Most of these relationships do not require future minimum commitments

to use the Company's services, are often not exclusive and are often short-

term or may be terminated at the convenience of the other party. There can be

no assurance that these third parties will not reassess their relationship with

the Company at any time in the future, or that they will not develop their own

competitive services or products. Further, there can be no assurance that the

services of these companies will achieve market acceptance or commercial

success and therefore there can be no assurance that the Company's existing

relationships will result in sustained or successful business partnerships or

significant revenues for the Company.

                                        8
 

12. DEPENDENCE ON CONTINUED GROWTH OF THE INTERNET

The Company's future success is somewhat dependent upon continued growth in

the use of the Internet generally and, in particular, as a medium for

advertising, marketing, services and commerce. Commercial use of the Internet

is at an early stage of development, and market acceptance of the Internet as

a medium for advertising, information services and commerce is subject to a

high level of uncertainty. The relative effectiveness of the Internet as an

advertising medium as compared to traditional advertising media, for example,

has not been determined. Further, there can be no assurance that the required

infrastructure to support future Internet user and traffic growth or

complementary products or services necessary to make the Internet a viable

commercial marketplace will be developed, or, if they are developed, that the

Internet will become a viable commercial marketplace for products and services

such as those offered by the Company. If commercial use of the Internet fails

to continue to expand, the Company's business, results of operations and

financial condition would be adversely affected.

13. WE MAY NOT SELL ANY OR ONLY A LIMITED NUMBER OF SECURITIES OFFERED BY

MGCC

The possibility exists that we will not sell any of the securities detailed in

this offering; or that we will sell only a limited number of securities.

MGCC has incurred expenses related to this offering. The offering expenses are

to be paid from the proceeds of the offering.

There is no minimum-offering amount for this offering. We may not sell any or

all of the offered shares. If the offering is substantially undersold, investors

may lose their entire investment because we will not have sufficient funds to

fund our expansion plans. If we do not sell all of the offered shares, we may

also be forced to limit any proposed marketing activities, which will hinder our

ability to expand our activities and generate revenues.

                                 USE OF PROCEEDS

Investors should be aware that there is no assurance that MGCC will sell any

of the securities offered and that our offering does not require any minimum

number of securities to be purchased. The total proceeds of $100,000 represents

the gross proceeds if all of the shares of this offering are sold. MGCC will

use any proceeds from this offering as working capital for general corporate

purposes and for costs related to this offering.  The proceeds used for general

corporate purposes are not to be allocated for any specific purposes and will be

used to cover expenses for salaries, rent, office supplies, telephone expenses,

utilities and other miscellaneous expenses related to the startup of the business.

The allocation of the net proceeds of the Offering set forth below represents the

Company's best estimates based upon its current plans and certain assumptions

regarding industry and general economic conditions and the Company's future

revenues and expenditures. If any of these factors change, the Company may

find it necessary or advisable to reallocate some of the proceeds within the

above-described categories.

Priority	Use of Proceeds	Est'd Cost
1	Costs of offering	$10,000
2	Working Capital for general corporate purposes	$90,000
	Total	$100,000

The following table shows MGCC Investment Strategies Inc.'s use of proceeds if

10%, 25%, 50%, 75%, and/or 100% of the shares are sold. Further, there can

be no assurance that any shares will be sold in this offering.

Use of Proceeds	10%	25%	50%	75%	100%
Costs of Offering	$10,000	$10,000	$10,000	$10,000	$10,000
Working Capital	$0	$15,000	$40,000	$65,000	$90,000
Total	$10,000	$25,000	$50,000	$75,000	$100,000

The Company anticipates, based on currently proposed plans and assumptions

relating to its operations (including the costs associated with its growth

strategy), that the proceeds of the Offering, if the maximum number of

shares are sold, together with its projected proceeds and cash flow

from operations, should be sufficient to satisfy its anticipated cash

requirements for the next twelve months; however, there can be no assurance that

this will be the case. The Company's actual cash requirements may vary

materially from those now planned and will depend upon numerous factors,

including the general market acceptance of the Company's new and existing

services, the growth of the Company's referral network and deal prospects,

and other factors. See "Management's Discussion and Analysis of Financial

Condition and Results of Operations."

                       DETERMINATION OF OFFERING PRICE

Before this offering, there has been no public market for the shares of our

common stock. Accordingly, the price of the common shares stated in this

prospectus, $0.10, was determined by an arbitrary process based upon our

internal, subjective evaluation. Among the factors considered in determining

the initial estimated price of the common shares were:

1.Our history and our prospects;

2.The industry in which we operate;

3.The status and development prospects for our proposed products and services;

4.Our principal's past and present operating results in other companies;

5.The previous experience of our executive officers; and

6.The general condition of the securities markets at the time of this

offering.

The offering price stated on the cover page of this prospectus should not be

considered an indication of the actual value of the shares of common stock

offered in this prospectus. That price is subject to change as a result of

market conditions and other factors, and we cannot assure you that the common

stock can be resold at or above the initial public offering price.

                                       9
 

                                    DILUTION

"Dilution" represents the difference between the offering price and the net

tangible book value per share immediately after completing this offering. "Net

tangible book value" is the amount that results from subtracting total

liabilities and intangible assets from total assets. Dilution arises mainly

because we have arbitrarily determined the offering price for the shares offered

in this prospectus. Dilution also occurs because of the lower book value of the

shares held by our current stockholders.

As of December 31, 2001, the net tangible book value of our shares of common

stock was ($5,064) or approximately ($0.0051) per share, based on 1,000,000

shares outstanding. Upon completion of this offering, if 100% of the offered

shares are sold, the net tangible book value of the 2,000,000 shares to be

outstanding will be $94,936, or approximately $0.047 per share. The net

tangible book value of the shares held by our existing stockholders will be

increased by $0.052 per share without any additional investment on their part.

You will incur an immediate dilution from $0.10 per share to $0.047 per share.

Upon completion of this offering, if 75% of the offered shares are sold, the net

tangible book value of the 1,750,000 shares to be outstanding will be $69,936,

or approximately $0.040 per share. The net tangible book value of the shares

held by our existing stockholders will be increased by $0.045 per share without

any additional investment on their part. You will incur an immediate dilution

from $0.10 per share to $0.040 per share.

Upon completion of this offering, if 50% of the offered shares are sold, the net

tangible book value of the 1,500,000 shares to be outstanding will be $44,936,

or approximately $0.030 per share. The net tangible book value of the shares

held by our existing stockholders will be increased by $0.035 per share without

any additional investment on their part. You will incur an immediate dilution

from $0.10 per share to $0.030 per share.

Upon completion of this offering, if 25% of the offered shares are sold, the net

tangible book value of the 1,250,000 shares to be outstanding will be $19,936,

or approximately $0.016 per share. The net tangible book value of the shares

held by our existing stockholders will be increased by $0.021 per share without

any additional investment on their part. You will incur an immediate dilution

from $0.10 per share to $0.016 per share.

Upon completion of this offering, if 5% of the offered shares are sold, the

net tangible book value of the 1,050,000 shares to be outstanding will be ($64),

or approximately ($0.0001) per share. The net tangible book value of the shares

held by our existing stockholders will be increased by ($0.005) per share

without any additional investment on their part. You will incur an immediate

dilution from $0.10 per share to ($0.0001) per share.

The following table compares the differences of your investment in our shares

with the investment of our existing stockholders.

EXISTING STOCKHOLDERS

Price per share ....................................................... $ 0.0026

Net tangible book value per share before offering......................($ 0.0051)

Net tangible book value per share after offering assuming

    all shares are sold................................................ $  0.047

Net Increase in tangible book value to existing stockholders after

    offering assuming all shares are sold...............................$  0.052

Capital contributions...................................................$  2,632

Number of shares outstanding before the offering...................... 1,000,000

Number of shares after offering held by existing stockholders .........1,000,000

Percentage of ownership after offering...................................... 50%

                                       10
 

PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD

Price per share........................................................  $ 0.10

Net tangible book value per share after offering assuming

    all shares are sold............................................... $  0.047

Dilution per share....................................................  $ 0.053

Capital contributions................................................ $ 100,000

Number of shares after offering held by public investors............. 1,000,000

Percentage of ownership after offering....................................  50%

PURCHASERS OF SHARES IN THIS OFFERING IF 75% OF SHARES SOLD

Price per share........................................................  $ 0.10

Net tangible book value per share after offering assuming

    75% of the shares are sold........................................ $  0.040

Dilution per share....................................................  $ 0.060

Capital contributions................................................ $  75,000

Number of shares after offering held by public investors..............  750,000

Percentage of ownership after offering....................................  43%

PURCHASERS OF SHARES IN THIS OFFERING IF 50% OF SHARES SOLD

Price per share........................................................  $ 0.10

Net tangible book value per share after offering assuming

    50% of the shares are sold.................... ................... $  0.030

Dilution per share....................................................  $ 0.070

Capital contributions................................................ $  50,000

Number of shares after offering held by public investors .............  500,000

Percentage of ownership after offering .....................................33%

PURCHASERS OF SHARES IN THIS OFFERING IF 25% OF SHARES SOLD

Price per................................................................$ 0.10

Net tangible book value per share after offering assuming

    25% of the shares are sold........................................ $  0.016

Dilution per share......................................................$ 0.084

Capital contributions.................................................$  25,000

Number of shares after offering held by public investors..............  250,000

Percentage of ownership after offering......................................20%

PURCHASERS OF SHARES IN THIS OFFERING IF 5% OF SHARES SOLD

Price per share.........................................................$  0.10

Net tangible book value per share after offering assuming

    5% of the shares are sold........................................ $  0.0001

Dilution per share......................................................$  0.10

Capital contributions...................................................$ 5,000

Number of shares after offering held by public investors................ 50,000

Percentage of ownership after offering. . . . . . . . . . . . . . . . . . .4.8%

                                       11
 

                         PLAN OF DISTRIBUTION

We plan to offer and sell a maximum of 1,000,000 shares of MGCC's $0.0001 par

value common stock to the public at a purchase price of ten cents ($0.10) per

share. The offering will be made on a "self-underwritten" basis, meaning we will

sell shares through our President, Raymond R. Cottrell, without an underwriter,

and without any selling agents. Officers, directors and affiliates may not

purchase shares in this offering. The offering will be made on a continuous

basis until December 31, 2002, when this offering will end. There will be no

extensions to this offering. This is not an underwritten offering. The gross

proceeds from this offering will be $100,000 if all the shares offered are sold.

No commissions or other fees will be paid, directly or indirectly, to any person

or firm in connection with solicitation of sales of the shares.

There is no minimum investment or minimum number of shares that must be sold in

this offering. Any money we receive will be immediately appropriated by us for

the uses set forth in the Use of Proceeds section of this prospectus. There is

no requirement to place funds in an escrow or trust account during the offering

period, and no money will be returned to you once we accept your subscription.

Once the SEC declares this offering effective, the shares of common stock

represented by the offering will be registered pursuant to Section 5 of the

Securities Act of 1933.

We will sell the shares in this offering through Raymond R. Cottrell, our

President. Mr. Cottrell will contact individuals and corporations with whom

he has an existing or past pre-existing business or personal relationship and

will offer to sell them our common stock. Mr. Cottrell will receive no

commission from the sale of any shares. Mr. Cottrell will not register as a

broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934 in

reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a

person associated with an issuer may participate in the offering of the issuer's

securities and not be deemed to be a broker- dealer. The conditions are that:

     1.   The person is not subject to a statutory disqualification, as that

          term is defined in Section 3(a)(39) of the Act, at the time of his

          participation; and,

     2.   The person is not compensated in connection with his participation by

          the payment of commissions or other remuneration based either directly

          or indirectly on transactions in securities; and

     3.   The person is not at the time of their participation, an associated

          person of a broker-dealer; and,

     4.  The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1

         of the Exchange Act, in that he (A) primarily performs, or is intended

         primarily to perform at the end of the offering, substantial duties for

         or on behalf of the issuer otherwise than in connection with

         transactions in securities; and (B) is not a broker or dealer, or an

         associated person of a broker or dealer, within the preceding twelve

         months; and (C) does not participate in selling and offering of

         securities for any issuer more than once every twelve months other than

         in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Mr. Cottrell is not subject to disqualification, is not being compensated,

and is not associated with a broker- dealer. Mr. Cottrell is and will

continue to be one of our President at the end of the offering and has not been

during the last twelve months and is currently not a broker/dealer or an

associated person of a broker/dealer. Mr. Cottrell has not during the last

twelve months and will not in the next twelve months offer or sell securities

for another corporation. Mr. Cottrell intends to contact persons with whom

he had a past or has a current personal or business relationship and solicit

them to invest in this offering.

                                       12
 

There may be significant restrictions on the resale of our stock due to Federal

Penny Stock Regulations. These restrictions may include that a broker or dealer

must furnish additional information to a customer prior to entering into a

transaction with a customer, the broker or dealer must disclose certain bid and

offer quotation information with regard to our stock and any compensation paid

to the broker or dealer or any cash compensation paid to any associated person

of the broker or dealer.

Our stock differs from many stocks, in that it is a "penny stock." The SEC has

adopted a number of rules to regulate penny stocks. These rules require that a

broker or dealer, prior to entering into a transaction with a customer must

first furnish certain information related to the penny stock. The information

that must be disclosed includes; quotes on the bid and offer, any form of

compensation to be received by the broker in connection with the transaction and

information related to any cash compensation paid to any person associated with

the broker or dealer.

These rules may affect your ability to sell our shares in any market that may

develop for MGCC stock. Should a market for our stock develop among dealers

it may be inactive. Investors in penny stocks often are unable to sell stock

back to the dealer that sold it to them. The mark-ups or commissions charged by

broker-dealers may be greater than any profit a seller can make. Because of

large dealer spreads, investors may be unable to sell the stock immediately back

to the dealer at the same price the dealer sold it to them. In some cases, the

stock value may fall quickly. Investors may be unable to gain any profit from

any sale of the stock, if they can sell it at all.

Procedures for Subscribing: If you decide to subscribe for any shares in this

offering, you must:

     1.   execute and deliver to us a subscription agreement; and

     2.   deliver a check or certified funds to us for acceptance or rejection.

     3.   no offer for sale can be made or subscriptions accepted until the

          registration statement has been declared effective by the SEC.

All checks for subscriptions must be made payable to "MGCC INVESTMENT

STRATEGIES INC."

Right to Reject Subscriptions: We have the right to accept or reject

subscriptions in whole or in part, for any reason or for no reason. We will

immediately return all monies from rejected subscriptions to the subscriber,

without interest or deductions. We will accept or reject subscriptions for

within 48 hours after we receive them.

Regulation M of the Securities and Exchange Act of 1934 (which replaced Rule

10b-6) may prohibit a broker/dealer from engaging in any market making

activities with regard to a company's securities. Under ss.242.104 of Regulation

M, stabilizing is prohibited except for the purpose of preventing or retarding a

decline in the market price of a security. We do not plan to engage in any

passive stabilizing activities.

                                LEGAL PROCEEDINGS

The validity of the Common Stock offered hereby will be passed upon for MGCC

Investment Strategies Inc. by:

                              Thomas J. Rotert, Esq.

                              618 Loma Avenue

                              Long Beach, CA 90814

                              (562)881-6455

                                       13
 

           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS & CONTROL PERSONS

The following persons are officers and directors of MGCC as of the date of

this prospectus:

Name                                Age                 Position         

Raymond R. Cottrell                     62          Director, CEO & President

Christopher R. Cottrell                 31          CFO & Vice President

Richard Kaiser,                         37          Vice President

Directors and Officers

Raymond R. Cottrell, has served MGCC as Director,CEO & President since its

inception on June 8, 2000, and has been active in the area of early-stage

business development since 1976. Prior to 1987 he was a partner in Noramco

Capital Corp., a privately owned investment-banking firm in Vancouver.

During his time at Noramco, more than $500,000,000 was raised for client

companies, and theassets of the firm grew to $50,000,000. In 1987, Mr.

Cottrell formed Grey Point Capital and served a small number of clients until

1992, when heassisted in the formation of Biocoll Medical Corp., a public

company, engagedin the development of products for the regeneration of bone

and tissue inhumans. From 1993 to 1998, he served as an Officer and Director

of the firm,which changed its name to GenSci Regeneration Sciences, Inc.,

along the way.In excess of $50,000,000 was raised for GenSci during that period.

In 1998, hestepped down from the positions to continue his career in investment

banking but agreed to remain as a consultant to GenSci. Since 1976, Mr. Cottrell

has accumulated an extensive amount of general business and public company

experience. Raymond has held the following directorships in public companies.

Golden Knight Resources (1982 to April 20, 1999), Nicholas Financial

(NASDAQ:NICK 1991 to February 10, 1999), GenSci Regeneration

Sciences (TOR:GNS.TO 1992 to September 25, 1997), Consolidated Builders

Supply (OTCBB:CBSC 1998 to March 15, 1999). Raymond is the father of

Christopher R. Cottrell, the Company's Vice President and CFO.

Christopher R. Cottrell, CFA, has served MGCC as Vice President & CFO since

its inception on June 8, 2000, and has been in the finance industry

since 1993. He worked in various capacities in corporate finance for CIBC, a

major banking institution, until 1996. He then joined GE Capital Services (a

wholly owned subsidiary of the General Electric Corporation) in Commercial

Equipment Finance. While at GE Capital from 1996 through 1998. Mr. Cottrell

was an Account Manager at GE Capital Services where he developed a regional

manufacturing equipment finance market and successfully completed $17,000,000

in financing for a number client companies. In 1998 he made the decision to

join in the formation of McKinley Greenfield Capital Corp. Mr. Cottrell has

held the position of Vice president of McKinley Greenfield since 1998 and from

January 2001 to September 2001 he also held the position of CFO of VOD Network

Solutions Inc. a private company in the new media industry. McKinkley Greenfield

is a boutique merchant bank which invests in and incubates emerging companies.

Mr. Cottrell graduated with a Bachelor of Commerce in finance from the University of

British Columbia in 1992. In 1998 he was awarded the Chartered Financial

Analysts (CFA) designation and is a current member of the Association

Management and Research (AIMR). Christopher is the son of Raymond R. Cottrell,

the Company's President and CEO.

                                       14
 

Richard Kaiser, Vice President, has served MGCC as Vice President since its

Inception, and earned a Bachelor of Arts degree in

International Economic from Oakland University (formally known as Michigan

State University Honors College) in 1992. He has worked as a senior staff

accountant for a large CPA firm and operated and managed his own gem stone

international importing business in Detroit, Michigan. He was a senior export-

import broker for F.W. Meyers & Co. of Detroit, responsible for worldwide

movements of auto parts for Chrysler Corporation. Mr. Kaiser has contracted

his international trade services for Mercedes Benz in Germany and currently is

President of an export-import management company, which develops proficient,

cost effective trading routes for goods and services. Mr. Kaiser is also

President of YES International, an international investor and public relations

firm that provides consulting and promotional services for public companies on

domestic and international equity markets. The company has developed and

maintained a following of international investors for a number of various

public companies.

No other person is expected to make a significant contribution to MGCC who

is not identified in this prospectus as an executive officer or director of

MGCC.

All executive officers are appointed by the board and hold office until the

board appoints their successors or they resign.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the ownership of

MGCC's common stock as of December 31, 2001, with respect to: (i) each person

known to MGCC to be the beneficial owner of more than five percent of

MGCC's common stock; (ii) all directors; and (iii) directors and executive

officers of MGCC as a group. The notes accompanying the information in the

table below are necessary for a complete understanding of the figures provided

below. As of December 31, 2001, there were 1,000,000 shares of common stock

issued and outstanding.

Title of Class	Name and Address	Nature of Ownership	Amount of Ownership	Percent of Ownership
Common Stock ($0.0001 par value)	Raymond R. Cottrell Director and President 9221 Villa Ridge Drive Las Vegas, NV 89134	Beneficial(1)	1,000,000	100%
Common Stock ($0.0001 par value)	All Directors and Officers as a Group	Beneficial(1)	1,000,000	100%

                                       15
 

                            DESCRIPTION OF SECURITIES

General

The authorized capital stock of MGCC Investment Strategies Inc. consists of

40,000,000 shares of Common Stock, $.0001 par value per share; and 10,000,000

of Preferred Shares, $.0001 par value per share. Upon consummation of this

Offering, there will be outstanding 2,000,000 shares of Common Stock and

0 shares of Preferred Stock.

Shares of Common Stock

Each holder of common stock is entitled to one vote for each share owned of

record on all matters voted upon by stockholders, and a majority vote is

required for all actions to be taken by stockholders. In the event of a

liquidation, dissolution or wind-up of MGCC , the holders of common stock

are entitled to share equally and ratably in the assets of MGCC , if any,

remaining after the payment of all debts and liabilities of MGCC and the

liquidation preference of any outstanding preferred stock. There are no

dividend, voting, preemptive or other rights associated with MGCC 's common

stock, except those generally provided under state law.

MGCC has not paid any cash dividends since inception and does not anticipate

doing so in the foreseeable future. The future payment of cash and non-cash

dividends, if any, on the common stock is within the discretion of the board of

directors and will depend on MGCC's earnings, capital requirements,

financial condition and other relevant factors. No assurance can be made that

any cash or non-cash dividends will be paid on the common stock in the future.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

No "Expert" or "Counsel" (as defined by Item 509 of Regulation S-B promulgated

pursuant to the Securities Act of 1933) whose services were used in the

preparation of this Form SB-2/A-1 was hired on a contingent basis or will

receive a direct or indirect interest in MGCC .

Legal Matters

The validity of the shares of common stock offered hereby will be passed upon

for MGCC by Thomas Rotert, Esq., an attorney licensed in the states of

California and Nevada.

Experts

The financial statements of MGCC as of December 31, 2001, audited by

William A. Meyler, P.C., Certified Public Accountant, our independent auditor,

as stated in his report appearing herein dated April 24, 2002.

                      SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, MGCC Investment Strategies Inc. will have

2,000,000 shares of Common Stock outstanding. All shares sold in this offering

will be freely transferable without restriction or further registration under

the Securities Act of 1933, as amended. However, any share purchased by an

affiliate (in general, a person who is in a control relationship with MGCC

Investment Strategies Inc.), will be subject to the limitations of Rule 144

promulgated under the Securities Act.

                                       16
 

Under Rule 144 as currently in effect, a person (or persons whose shares are

aggregated with those of others) whose restricted shares have been fully paid

for and meet the rule's one year holding provisions, including persons who may

be deemed affiliates of MGCC Investment Strategies Inc., may sell restricted

securities in broker's transactions or directly to market makers, provided the

number of shares sold in any three month period is not more than the greater

of 1% of the total shares of common stock then outstanding or the average

weekly trading volume for the four calendar week period immediately prior to

each such sale. After restricted securities have been fully paid for and held

for two years, restricted securities may be sold by persons who are not

affiliates of MGCC Investment Strategies Inc. without regard to volume

limitations.

Restricted securities held by affiliates must continue, even after the two

year holding period, to be sold in brokers' transactions or directly to market

makers subject to the limitations described above. On July 10, 2001 the President

of the Copmpany, Raymond R. Cottrell, converted a debenture into 1,000,000

shares of MGCC common stock. Under Rule 144 those shares will begin to become

available under the above restrictions on June 10, 2002 and will be available

to be sold without restriction on June 10, 2003.

Prior to this offering, no public market has existed for MGCC Investment

Strategies Inc.'s shares of common stock. However, MGCC Investment Strategies

Inc. has indicated that, upon successful completion of this offering, it will

file an application under Rule 15c-211 for a quotation of MGCC Investment

Strategies Inc.'s securities on the Bulletin Board. There can be no assurance

that the application will be granted or that MGCC Investment Strategies Inc.'s

securities will be quoted on any quotation medium or service. No predictions

can be made as to the effect, if any, that market shares or the availability

of shares for sale will have on the market price prevailing from time to time.

The sale, or availability for sale, of substantial amounts of common stock in

the public market could adversely affect prevailing market prices.

                  LIMITATIONS ON DIRECTORS AND OFFICERS LIABILITY

The Articles of Incorporation of the Company provide that a Director

or Officer of the Company shall not be liable to the Company or its

shareholders for damages for breach of fiduciary duty as a Director or Officer

except where such breach involved intentional misconduct, fraud or a knowing

violation of the law and where such intentional misconduct, fraud or knowing

violation of the law was material to the breach of fiduciary duty by the

Director or Office.

                      ORGANIZATION WITHIN THE LAST FIVE YEARS

MGCC Investment Strategies Inc. was incorporated on June 8, 2000. On June 10th,

Raymond R. Cottrell was issued a total of 1,000,000 shares of Common Stock with

value of $0.002632 under a convertible debenture that was issued by the Company

to reimburse him for his expenses and efforts in organizing the company. Under

Rule 405 promulgated under the Securities Act of 1933, Mr. Cottrell may be

deemed to be a promoter of the Company. No other persons are known to Management

that would be deemed to be promoters.

                           DESCRIPTION OF BUSINESS

Overview

MGCC Investment Strategies Inc. is a development stage company incorporated on

June 8, 2000, .The Company will provide investment banking consulting and

management advisory services to emerging companies.

The Company intends to focus its efforts in four areas: Investment Banking

Services, Business Consulting Services, Broker Relations, and Public Relations.

Details on these services that MGCC will offer are listed below.

                                       17
 

Investment Banking Services:

MGCC will provide investment banking consulting services to emerging companies

in the areas of raising capital and corporate finance advisory. The Officers

of MGCC, through their previous business endeavors have developed experience

in locating and contacting potential sources of debt and equity capital, which

is sought by emerging and developing companies in support of their growth and

diversification plans. MGCC will introduce clients to capital sources. MGCC is

in its organization and development stage and has not yet obtained any clients.

MGCC's services will be limited to consulting. The Company will not provide

investment banking services such as assisting companies issue securities,

assisting investors purchase securities, managing individual or institutional

financial assets, trading securities, or providing financial advice.

MGCC will provide clients with a broad range of services to expedite the

capital-raising process and optimize the outcome, including:

-Industry analysis and due diligence

-Preparation of investment summary and private placement memorandum

-Financial analysis and assistance with projections

-Valuation

-Capital structure advice

-Marketing to appropriate institutional, venture capital and angel

investors

-Advising on terms from investors

MGCC will work with future clients to successfully complete a broad range of

assignments. The Company will provide clients with a series of critical

services in transactions, including:

-Conducting a thorough due diligence review of the business, its

 products, markets, competitive position and growth opportunities

-Identifying and contacting on a confidential basis those parties with

 the greatest strategic motivation for pursuing the transaction

-Structuring, negotiating and documenting transactions

Business Consulting Services:

MGCC recognizes the challenges that face emerging companies. Its business

consulting services focus on serving this market segment. The Company

concentrates in advising these companies in the following areas:

-Operations Management

-Financial Analysis and Business Valuation

Operations Management refers to a wide range of services that help clients

meet performance and profitability objectives. From the selection of

executives and board members to process management, MGCC works closely with

its clients to identify improvement opportunities and provide the guidance to

execute on those opportunities. Specifically the Operations management

service encompass:

-Corporate Strategy

-Organizational Planning

-Operations Strategy & Plan Development

-Policy Analysis & Design

-Business Plan Development & Market Analysis

-Post Merger Integration

Financial Analysis and Business Valuation are important tools that can help

emerging companies gain a complete understanding of the financial implications

of organizational decisions. When emerging companies are putting together a

business plan, it is not advisable to make best guesses about the financial impact

of decisions. MGCC is an objective expert providing a full range of economic

and business valuation services, which include:

-Business valuation

-Business plan support

-Litigation support and dispute resolution

                                       18
 

Broker Relations:

Broker Relations are the key link to the investing public. MGCC will provide

the brokerage community with detailed and current information about its clients'

business activities and disclosure materials about its clients, which will

allow the broker to decide whether or not to recommend client company shares.

MGCC Investment Strategies, Inc. will use a variety of methods to reach the

brokerage community. The process begins by seeking out, through cold calling,

securities dealers across North America who seem to have interest in small and

micro-capitalization companies and listing those so located in an extensive

database. Building contacts and relationships with these brokers then follows

it. MGCC has not contacted any of these securities dealers to date and intends

to begin that effort subsequent to this offering. In addition to interpersonal

communications, MGCC will develop advertising campaigns targeted to these

brokerage contacts through select publications. By providing the brokerage

community with complete disclosures, sufficient corporate data and consistent

updates, MGCC will become a trusted source of valuable information.

Public Relations:

Financial public relations services are generally rendered in connection with

a client who has publicly traded securities. Included are advisory and

consulting services to the client with respect to its relationship and

interaction with the public financial community and existing and potential

shareholders. MGCC provides continuing assistance and consultation to clients

in executing the plan developed for maintaining a successful market for its

securities. MGCC will outsource this service for the foreseeable future.

Fees:

We will charge our clients consulting fees based on the type and extent of

services provided. Fees will be charged on an hourly or a flat-rate basis and

may be payable in the form of cash, stock and/or warrants to purchase stock in

our client companies or a combination of the foregoing.

Marketing Strategy:

Our target market consists of entrepreneurs and early-stage businesses with

products or services that we perceive as having compelling features and

providing benefits which will be well-received in the marketplace, with national

or international sales potential. We have developed a multi-pronged marketing

strategy that we believe will continue to generate interest from companies that

meet our criteria.

We will employ the following marketing methods:

  - We intend to attend conferences, seminars, and trade shows held by

    entrepreneurial associations, venture associations, and business angel

    groups. Whether it be in the role of exhibitor, speaker, or attendee, we

    expect that our company will use these gatherings as occasions to promote

    our company and the services and solutions we can offer entrepreneurs and

    their emerging businesses;

  - We intend to launch a public relations campaign that will include press

    releases, print articles, interviews and other public appearances that we

    believe will generate local and national interest in our company's business

    model and services; and

  - We intend to use the World Wide Web as a tool to promote our business and

    attract potential clients. We believe that entrepreneurs are increasingly

    using the web as a resource to aid them in building their businesses.  To

    this end, we intend to conduct e-mail campaigns and establish an extensive

    network of Internet hyperlinks to maximize our visibility to web-searching

    entrepreneurs. We have not yet secured a domain name or developed a plan

    for the creation of our website.

Competition:

We compete in a rapidly changing marketplace that is intensely competitive,

and our ability to compete effectively depends on many factors. Because our

business model blends investment banking and management consulting, marketing,

and finance, we will have potential competition in each of these areas, and

there is no assurance that we will be successful in achieving our competitive goals.

As a banking and business consultant, MGCC Investment Strategies faces

considerable competition from a broad array of investment banking consultants,

broker dealers, business consultants, management

consultants, attorneys, and accountants. In addition to established national

and regional investment banks, such as Merrill Lynch, CIBC World Markets, Bear

Stearns, Van Kasper & Co, Robertson Stevens, and Barron Chase Securities and well

known management consulting businesses, such as Andersen Consultants, now

Accenture, and KPMG Consulting, there are many smaller "boutique" banking,

management and marketing consultants from which we will also face intense

competition.

As marketing or broker and public relations consultants, we face competition

from advertising agencies, public relations firms, and regional and local

marketing firms.

Many of our existing competitors, as well as a number of potential new

competitors have extensive operating histories, greater name recognition, larger

customer bases and significantly greater financial, technical, and marketing

resources than our company. This may allow them to devote greater resources to

the development and promotion of their services than MGCC can bring to

bear with respect to its business.  Such competitors may also engage in more

extensive research and development, undertake more far-reaching marketing

campaigns, adopt more aggressive pricing policies and make more attractive

offers to existing and potential employees, advertisers, and potential strategic

partners.

New market entrants also pose a competitive threat to our business. We do not

own any patented technology that precludes or inhibits competitors from entering

the market in which we operate or from providing services and solutions similar

to ours. Our competitors may develop or offer services or solutions that are

superior to ours at a lower price.

Government Regulation:

Government approval is not necessary for MGCC Investment Strategies Inc.'s

business, and government regulations have no effect or a negligible effect on

their respective businesses.

Employees:

The Company currently has 3 employees consisting of the Officers who serve on

a part time basis as needed. The Company's President Raymond R. Cottrell will

serve the Company on a full time basis, subsequent to this offering. Until the

Company develops business opportunities, each of other Officers has agreed to

contribute up to twenty hours per week on an "as required" basis and move to

full time positions as soon as those positions can be afforded by the Company.

The Company will hire outside independent contractors to provide technical

expertise where current employees do not possess certain required skills.

There are currently no employment agreements in place with any employee of

the Company.

Legal Proceedings:

MGCC Investment Strategies Inc. is not subject to any pending litigation,

legal proceedings or claims.

                                       19
 

Reports to Security Holders:

We are not required to deliver an annual report to security holders and do not

plan to send a copy of the annual report to them. If we choose to create an

annual report, it will contain audited financial statements. We intend to file

all required information with the Securities and Exchange Commission ("SEC"). We

plan to file with the SEC our Forms 10KSB, 10QSB and all other forms that are or

may become applicable to us.

The public may read and copy any materials filed with the SEC at the SEC's

Public Reference Room at 450 Fifth Street NW, Washington, D.C. 20549. The public

may obtain information on the operation of the Public Reference Room by calling

the SEC at 1-800-SEC-0330. We have filed all statements and forms with the SEC

electronically, and they are available for viewing or copy on the SEC's Internet

site, that contains reports, proxy and information statements, and other

information regarding issuers that file electronically with the SEC.

The Internet address for this site is http://www.sec.gov.

              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                     CONDITION AND RESULTS OF OPERATIONS

COMPANY OVERVIEW

While MGCC Investment Strategies Inc. has not yet begun operations, the

Company's business model is to provide guidance to public companies and other

companies wishing to enter the public markets to raise capital, raise

awareness of their businesses and effect strategic mergers, acquisition and

other business combinations.

The Company is still considered to be a development stage company, with no

significant revenue, and is dependent upon the raising of capital through

placement of its common stock. There can be no assurance that the Company will

be successful in raising the capital it requires through the sale of its common

stock.

LIQUIDITY AND CAPITAL RESOURCES

The Company's plan of operations over the next 12 months includes the seeking

of business opportunities. The company will need a minimum of $75,000 to

satisfy its cash requirements for the next 12 months. The Company anticipates

that the maximum net proceeds of this offering and revenues from operations

will satisfy its operating cash requirements for at least 12 months after this

offering is consummated. However, no assurance can be given that The Company

will be able to raise the funds in this offering, capitalize on revenue

opportunities and not require additional financing sooner than currently

anticipated. In order to continue with its planned operations, the Company may

be dependent upon additional equity financing. There can be no assurance that

additional equity financing can be obtained. The Company has no current material

commitments. The Company depends upon capital to be derived from current and

future financing activities such as subsequent offerings of its stock. There can

be no assurance that the Company will be successful in raising the capital

it requires.

The company does not

anticipate any further research and development of any products, nor does it

expect to incur any research and development costs. The company does not expect

the purchase or sale of plant or any significant equipment, and it does not

anticipate any change in the number of its employees. The Company has no

current material commitments. The Company has generated no revenue since its

inception.

PLAN OF OPERATIONS-IN GENERAL

MGCC intends to provide organizational and creative financing solutions to

emerging and development companies. Through their previous activities with other

corporations, MGCC's team of professionals has successfully arranged debt and

equity financing for small to medium sized international corporations through

public offerings, mergers of private companies into publicly traded

corporations, secondary offerings and

private placements.

The Company anticipates that business opportunities will be referred by various

sources, including its officers and directors, professional advisers,

securities broker-dealers, venture capitalists, members of the financial

community, and others who may present unsolicited proposals. The Company will

seek potential business opportunities from all known sources,

but will initially rely on personal contacts of its officers and directors as

well as indirect associations between them and other business and professional

people. Although the Company's President will be employed full time with Company,

the other officers of the Company are currently employed in other positions

and will devote only a portion of their time (not more than twenty hours per

week) to the business affairs of the Company, until such time as revenues and

business opportunities have been determined to be favorable, at which

time they expect to spend full time in working for the Company. Concurrent with

seeking business opportunities from all known sources, the Company will begin its

multi-pronged marketing strategy (see "Marketing Strategy" above).

The analysis of new business opportunities will be undertaken by or under

the supervision of the officers and directors of the Company. Management

intends to concentrate on identifying prospective business opportunities

that may be brought to its attention through referrals from

management or other members of the financial community.

In analyzing prospective business opportunities, management will consider such

matters as the available technical, financial and managerial resources; working

capital and other financial requirements; history of operation, if any;

prospects for the future. The ideal client will have a basic level of managerial

expertise and the ability to meet its immediate financial requirements. It is

anticipated that the Company will concentrate on initially providing clients with

investment banking consulting services and/or business consulting services, and

increase the level of participation with each client as the relationship is

developed. In this way the Company is not dependent on selling a large suit of

its services to each client. Each client may have several financial consultants

and still engage MGCC for a specific purpose such as due diligence or capital

raising. Once relationships are developed MGCC plans to increase its level of

involvement with each client. It is not anticipated that MGCC will provide

broker relations services or public relations services to clients on a stand

alone basis. Broker relations will be offered to clients as part of an investment

banking or business consulting package. Public relations services will be outsourced

to other firms and only provided to firms that have a strong relationship with

with MGCC.

The Company will not restrict its search for any specific kind of business,

but may obtain clients which are in a preliminary or development stage,

which are already in operation, or are essentially any stage of their corporate

life. It is currently impossible to predict the status of any business with which

the Company may become engaged.

MGCC's management team believes that today's marketplace remains strong for

well-positioned and well-managed companies to attain funding at historically

low rates of interest and equity dilution. The Company will use the relationships

of its principals to seek out new clients and establish consulting relationships

with business enterprises.

                                       20
 

                             DESCRIPTION OF PROPERTY

Location and Description:

The Company has no assets at this time. It currently shares office space in a

leased premises in Las Vegas, NV with McKinley Greenfield Capital Inc., a

company with common directors. McKinley Greenfield has a sublease for which

it makes monthly payments for rent and reception services. The space available

to MGCC Investment Strategies Inc. is limited and currently provided at

no cost. The space is limited, and as the Company

requires more employees devoting substantial time to the Company's efforts,

additional or separate designated office facilities will be required.

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MGCC has no public trading market. In an effort to provide some liquidity

for MGCC's shareholders and create a public market for its securities,

MGCC intends to file a Form 15c2-11 so that it may obtain a listing on the

Over the Counter Bulletin Board ("OTC BB") shortly after this offering becoming

effective. However, there is no guarantee that MGCC will obtain a listing on

the OTC BB or that a public market for MGCC's securities will develop even

if a listing on the OTC BB is obtained.

Record Holders:

As of December 31, 2001, there was one shareholder of record holding a total of

1,000,000 shares of common stock. The holders of the common stock are entitled

to one vote for each share held of record on all matters submitted to a vote of

stockholders. Holders of the common stock have no preemptive rights and no right

to convert their common stock into any other securities. There are no redemption

or sinking fund provisions applicable to the common stock.

Dividends:

MGCC has not declared any cash dividends since inception and does not

anticipate paying any dividends in the foreseeable future. The payment of

dividends is within the discretion of the board of directors and will depend on

MGCC 's earnings, capital requirements, financial condition, and other

relevant factors. There are no restrictions that currently limit MGCC's

ability to pay dividends on its common stock other than those generally imposed

by applicable state law.

                             EXECUTIVE COMPENSATION

No compensation in excess of $1,000 was awarded to, earned by, or paid to any

executive officer or employee of MGCC during the years 2000 through 2002.

The following table and the accompanying notes provide summary information for

each of the last three fiscal years concerning cash and non-cash compensation

paid or accrued by Raymond Cottrell, MGCC's president and chief executive

officer for the past three years.

                                   SUMMARY COMPENSATION TABLE

Annual Compensation					Long Term Compensation
						Awards		Payouts
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)		Restricted Stock Award(s)  ($)	Securities Underlying Options SARs (#)	LITP Payouts ($)	All Other Compensation ($)
Raymond Cottrell President & Director	2002	-	-	-		-	-	-	-
	2001	-	-	-		-	-	-	-
	2000	-	-	-		-	-	-	-

                                              21
 

Compensation of Directors:

MGCC 's directors are not currently compensated for their services as

directors of MGCC .

                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MGCC Investment Strategies Inc. has not entered into any employment agreements

with any of its employees, and employment arrangements are all subject to the

discretion of its board of directors.

                CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

                       ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes in accountants or disagreements between MGCC and its

accountants.

                                       22
 

                           AUDITED FINANCIAL STATEMENT

                         MGCC INVESTMENT STRATEGIES, INC.

                            DECEMBER 31, 2001 AND 2000

                                       23
 

                           MGCC INVESTMENT STRATEGIES, INC.

                                      CONTENTS

                                                                            Page

Report of Independent Auditor .. . . . . . . . .. . . . . . . . . . . . . . F-1

Balance Sheets - December 31, 2001, 2000, and June 2002 . . . . . . . ..... F-2

Statements of Net Loss the one year periods ended

December 31, 2001, 2000 and June 2002.... . . . . . . . . . . . . . . . . . F-3

Statements of Stockholder's Equity for the periods ended

December 31, 2001, 2000 and June 2002 . . . . . . . . . . . . . . . . . . . F-4

Statements of Cash Flows for the periods ended

December 31, 2001, 2000, and June 2002. . . . . . . . . . . . . . . . . . . F-5

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . .. . F-6 - 7

                           REPORT OF INDEPENDENT AUDITOR

Board of Directors

MGCC Investment Strategies, Inc.

I have audited the accompanying balance sheet of MGCC Investment

Strategies, Inc. (a Nevada corporation in the development stage) as of

December 31, 2001 and for the period inception June 8, 2000 to

December 31, 2000, and the related statements of net loss and stockholder's

equity (deficiency) and cash flows for the year ended December 31, 2001 and for the

period inception June 8, 2000 to December 31, 2000. These financial

statements are the responsibility of the Company's management. My

responsibility is to express an opinion on these financial statements based

on my audit.

I conducted my audit in accordance with auditing standards generally accepted

in the United States of America. Those standards require that I 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 overall financial statement

presentation. I believe that my audit provides a reasonable basis for my

opinion.

In my opinion, the financial statements, referred to above, present fairly in

all material respects the financial position of MGCC Investment Strategies,

Inc. as of December 31, 2001 and 2000, and the results of its operations and

its cash flows for the year ended December 31, 2001 and for the period

inception June 8, 2000 to December 31, 2000 in conformity with accounting

principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the

company will continue as a going concern. As discussed in Note B of the

financial statement, the company is newly incorporated and to date has no

operating activities. Management's plans, in regard to subsequent operating

activities, are also described in Note B.

                                           /s/  William A. Meyler

                                           ------------------------------------

                                           William A. Meyler

Middletown, NJ

April 24, 2002

                                       F-1
 

                         MGCC INVESTMENT STRATEGIES, INC.

                         (A Development Stage Enterprise)

                                 BALANCE SHEET

		December 31, 2001  (Audited) ($)	Inception June 8, 2000 to December 31, 2000 (Audited) ($)	June 30, 2002 ($) (Unaudited) ($)
	ASSETS
CURRENT ASSETS
Cash		91	0	91
Total Current Assets		91	0	91
OTHER ASSETS
Deferred registration cost		2,750	0	2,750
TOTAL ASSETS		2,841	0	2,841

                           LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
Accounts Payable	1,000	0	0
Due to Principal Stockholder	6,905	0	7,905
Total Current Liabilities	7,905	0	7,905
STOCKHOLDER'S EQUITY
Preferred stock, authorized   10,000,000 shares; $0.0001 par value	0	0	0
Common stock, authorized 40,000,000 shares; $0.0001 par value; issued and outstanding 1,000,000 at December 31, 2001, 2000, and June 30, 2002	100	100	100
Additional contributed capital	2,532	2,532	2,532
Deficit accumulated during development stage	(7,696)	(2,632)	(7,696)
Stockholder Equity Deficit	(5,064)	0	(5,064)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	2,841	0	2,841

                 See accompanying notes to financial statements

                                       F-2
 

                         MGCC INVESTMENT STRATEGIES, INC.

                         (A Development Stage Enterprise)

                              STATEMENT OF NET LOSS

	For the Year Ended December 31, 2001 (Audited) ($)	Inception June 8, 2000 to December 31, 2000 (Audited) ($)	Cumulative Inception June 8,2000 to June, 30 2002 (Audited) ($)
ADMINISTRATIVE EXPENSES
Incorporation fee paid by principal stockholder	0	2,632	2,632
Consulting fees due to principal stockholder	5,000	0	5,000
Miscellaneous	64	0	64
Total Administrative Expenses	5,064	2,632	7,696
NET LOSS FOR THE PERIOD	5,064	2,632	7,696
NET LOSS PER SHARE OF COMMON STOCK	$(0.0051)	$(0.0026)	$(0.0077)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	1,000,000	1,000,000	1,000,000

Note: For the six months ended June 30, 2002 and 2001, the Company has no operating activities.

                 See accompanying notes to financial statements

                                       F-3
 

                         MGCC INVESTMENT STRATEGIES, INC.

                         (A Development Stage Enterprise)

                  STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIENCY)

	Common Stock
	Number	Amount	Additional Contributed Capital	Accumulated Deficit	Total
Issuance of common stock to organizing stockholders at $0.0026 per share	1,000,000	$100	$2,532		$2,632
Net loss for year ended December 31, 2000	-	-	-	$(2,632)	$(2,632)
Balance  December 31, 2000	1,000,000	$100	$2,532	$(2,632)	-
Net loss for the year end December 31, 2001	-	-	-	$(5,064)	$(5,064)
Balance December 31, 2001 And June 30, 2002	1,000,000	$100	$2,532	$(7,696)	$(5,064)

Note: For the six months ended June 30, 2002 and 2001, the Company had no operating activities

                 See accompanying notes to financial statements

                                       F-4
 

                         MGCC INVESTMENT STRATEGIES, INC.

                         (A Development Stage Enterprise)

                             STATEMENT OF CASH FLOWS

	For the Year Ended December 31, 2001 (Audited) ($)	Inception June 8, 2000 to December 31, 2000 (Audited) ($)	Cumulative Inception June 8,2000 to June, 30 2002 (Audited) ($)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$(5,064)	$(2,632)	$(7,696)
Common stock issued for incorporation fees		2,632	2,632
Changes in assets and liabilities
Accounts payable	1,000		1,000
Due to principal stockholder	6,905	-	6,905
CASH FLOWS FROM INVESTING ACTIVITIES	2,841	-	2,841
Deferred registration costs	(2,750)	-	(2,750)
Net cash used in investing activities	(2,750	-	(2,750)
Net decrease in cash	91	-	91
CASH AT THE BEGINNING OF PERIOD	-	-	-
CASH AT THE END OF PERIOD	91	-	91
SUPPLEMENTAL CASH FLOW INFORMATION: NONE

Note: For the six months ended June 30, 2002 and 2001, the Company had no operating activities

                 See accompanying notes to financial statements

                                       F-5
 

                        MCGG INVESTMENT STRATEGIES, INC.

                       (A DEVELOPMENT STAGE ENTERPRISE)

                         NOTES TO FINANCIAL STATEMENTS

                      DECEMBER 31, 2001, 2000 AND JUNE 2002

NOTE A -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION

     MCGG Investment Strategies, Inc. (the company), a development

     stage enterprise, was organized under the laws of Nevada on June

     8, 2000. The company intends to provide guidance to companies

     wishing to enter the public markets to raise capital, raise

     awareness of their business, and effect strategic mergers,

     acquisitions and other business combinations.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with

     generally accepted accounting principles requires management to

     make estimates and assumptions that effect the amounts reported

     in the financial statements and accompanying notes. Actual

     results could differ from those estimates.

NOTE B - GOING CONCERN

     The company was incorporated on June 8, 2000 and to date has had

     no operating activities and no significant capital contributions.

     The company is planning a Securities and Exchange registration

     under Form SB2. Should the registration become effective, it

     will seek to sell 1,000,000 shares of its common stock at $.10

     per share. It is anticipated that the proceeds will enable the

     company to commence operations. There is no assurance however,

     that the registration under Form SB2 will become effective nor is

     there any assurance that if the proceeds are realized, that the

     amount will be sufficient to fund the operations of the company.

NOTE C - RELATED PARTY TRANSACTIONS

     The principal stockholder of the company has paid certain costs

     and expenses on behalf of the company. The company has

     reimbursed the principal stockholder by issuing, in the year

     2000, 1,000,000 shares of its common stock. During the year

     ended December 31, 2001, the principal stockholder has billed the

     company $5,000 in consulting fees. Such fees are related

     directly to his efforts to organize the company, his efforts to

     coordinate the current registration statement and other general

     corporate issues and strategies to enable the company to be

     successful. Additionally, the principal stockholder has paid, on

     behalf of the company $1,750 and $2,750 of the Deferred Registration

     costs at December 2001 and June 30, 2002, respectively.

NOTE D - INCOME TAXES

     The company has adopted Financial Accounting Standard

     Statement No. 109 (FASB No. 109). Under this method, the

     company recognizes a deferred tax liability or asset for

     temporary differences between the tax basis of an asset or

     liability and the related amount reported on the financial

     statements. The principal types of differences, which are

     measured at the current tax rates, are net operating loss

     carry forwards. At December 31, 2001, 2000, and June 30,2002

     These differences resulted in a deferred tax asset of

     approximately $1,150. FASB No. 109 requires

                                      F-6
 

                        MCGG INVESTMENT STRATEGIES, INC.

                        (A DEVELOPMENT STAGE ENTERPRISE)

                         NOTES TO FINANCIAL STATEMENTS

                     DECEMBER 31, 2001, 2000 AND JUNE 2002

     the establishment of a valuation allowance to reflect the

     likelihood of realization of deferred tax assets. Accordingly,

     the company has recorded a valuation allowance for the entire

     deferred tax asset, and the accompanying financial statements do

     not reflect any net asset for deferred taxes at December 31, 2001,

     2000, and June 30, 2002.

     The company's net operating loss carry forwards amounted to

     Approximately $7,696 at December 31, 2001 and June 30, 2002.

NOTE E - UNAUDITED FINANCIAL DATA

     Information presented at June 30, 2002 and for the six months ended

     June 30, 2002 is unaudited. However, in the opinion of management,

     all adjustments (consisting of normal recurring accruals) considered

     necessary in order to make the financial statements not misleading have

     been included. Results for the six months ended June 30, 2002 are not

     necessarily indicative of the results that may be expected for the year

     ending December 31, 2002.

                                       F-7
 

PART II --   INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

MGCC Investment Strategies Inc.' Certificate of Incorporation provides that

the directors of the Company shall be protected from personal liability to the

fullest extent permitted by law. MGCC Investment Strategies Inc. By-laws also

contain a provision for the indemnification of MGCC Investment Strategies

Inc.' directors.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses of this offering, all of

which will be paid by MGCC:

         SEC Registration Fee.......................................$246.00

         Accounting Fees and Expenses............................. 3,000.00

         Legal Fees and Expenses...................................3,000.00

         Printing and Engraving Expenses...........................1,750.00

         Transfer Agent and Registrar Fees and Expenses............

         Miscellaneous..........................................   2,004.00

                                                                -----------

                   Total..........................................10,000.00

RECENT SALES OF UNREGISTERED SECURITIES

The principal stockholder of the company has paid costs and expenses in the

year 2000 on behalf of the company in the amount of $2,632. The company

reimbursed the principal stockholder by issuing, in the year 2000, a

convertible debenture in the amount of $2,632 with a conversion price of

$0.002632 for those costs. The convertible debenture was converted at the

option of the principal stockholder into 1,000,000 shares of its common stock,

during the year 2000. MGCC relied on exemptions provided by Section 4(2) of

the Securities Act of 1933, as amended. MGCC made this offering based on the

following factors: (1) the issuance was an isolated private transaction by

MGCC which did not involve a public offering; (2) there was only one offeree

who was an affiliate of MGCC; (3) the offeree did not resell the stock but

continues to hold it until the present; (4) there were no subsequent or

contemporaneous public offerings of the stock; (5) the stock was not broken

down into smaller denominations; and (6) the negotiations for the sale of the

stock took place directly between the offeree and MGCC Investment Strategies.

During the six months ending June 30, 2001, the principal

stockholder has paid additional costs and expenses for which a liability, in

the amount of $5,000, has been established. No reimbursement has been made to

the principal stockholder to date.

                                  24
 

EXHIBITS

Exhibit

Number     Description

3(i)       Articles of Incorporation for MGCC Investment Strategies, Inc.

3(iv)      Bylaws of MGCC Investment Strategies, Inc.

5(i)       Legal Opinion and Consent of Counsel.

6(i)       Specimen Stock Certificate

23         Consent of Independent Certified Public Accountant.

                                       25
 

UNDERTAKINGS

A.       Insofar as indemnification for liabilities arising under the Securities

         Act of 1933 (the "Act") may be permitted to directors, officers and

         controlling persons of the small business issuer pursuant to the

         foregoing provisions, or otherwise, the small business issuer has been

         advised that in the opinion of the Securities and Exchange Commission

         such indemnification is against public policy as expressed in the Act

         and is, therefore, unenforceable.

         In the event that a claim for indemnification against such liabilities

         (other than the payment by the small business issuer of expenses

         incurred or paid by a director, officer or controlling person of the

         small business issuer in the successful defense of any action, suit or

         proceeding) is asserted by such director, officer or controlling person

         in connection with the securities being registered, the small business

         issuer will, unless in the opinion of its counsel the matter has been

         settled by controlling precedent, submit to a court of appropriate

         jurisdiction the question whether such indemnification by it is against

         public policy as expressed in the Securities Act and will be governed

         by the final adjudication of such issue.

B.       MGCC will:

         (1) For determining any liability under the Securities Act, treat the

         information omitted from the form of prospectus filed as part of this

         registration statement in reliance upon Rule 430A and contained in a

         form of prospectus filed by the small business issuer under Rule 424(b)

         (1) or (4) or 497(h) under the Securities Act as part of this

         registration statement at the time the Commission declared it

         effective.

         (2) For determining any liability under the Securities Act, treat each

         post-effective amendment that contains a form of prospectus as a new

         registration statement for the securities offered in the registration

         statement, and that offering of the securities at that time as the

         initial bona fide offering of those securities.

                                       26
 

                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the

registrant certifies that it has reasonable grounds to believe that it meets all

of the requirements for filing on Form SB-2/A-1 and authorized this registration

statement to be signed on its behalf by the undersigned, thereunto duly

authorized, in Las Vegas, State of Nevada, on September 12, 2001.

MGCC Investment Strategies, Inc.

/s/ Raymond R. Cottrell

---------------------------

By Raymond R. Cottrell, CEO & President

In accordance with the requirements of the Securities Act of 1933, this

registration statement has been signed by the following persons in the

capacities and on the dates stated.

/s/ Raymond R. Cottrell

_______________________      President, Director,             June 1, 2002

Raymond R. Cottrell          Chief Executive Officer

/s/ Christopher R. Cottrell

_______________________      Vice President,                  June 1, 2002

Christopher R. Cottrell      Chief Finanical Officer

                                       27