UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For Quarter Ended: June 30, 2001
[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _______________ to ______________
Commission File Number 000-27337
MAX DEVELOPMENT, INC.
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(Exact name of small business issuer as specified in its charter)
COLORADO 84-1474940
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6025 South Quebec Street, Suite 150, Englewood, Colorado 80111
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(Address of principal executive offices)
(720) 489-8873
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(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report.)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANBKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes [ X ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
Common stock, $.001 par value 1,161,000
- ----------------------------- -------------------------------
Class Number of shares outstanding at
August 13, 2001
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ]
This document is comprised of 9 pages.
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FORM 10-QSB
2ND QUARTER
INDEX
Page
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed balance sheet, June 30, 2001 (Unaudited) ................... 3
Condensed statements of operations, three and six months
ended June 30, 2001 (Unaudited) and 2000 (Unaudited), and
April 23, 1998 (inception) through June 30, 2001 (Unaudited) ......... 4
Condensed statements of cash flows, six months ended
June 30, 2001 (Unaudited) and 2000 (Unaudited), and
April 23, 1998 (inception) through June 30, 2001 (Unaudited).. ....... 5
Notes to condensed financial statements (Unaudited) .................. 6
Item 2. Plan of Operation ........................................... 7
PART II - OTHER INFORMATION ................................................ 8
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures ............................................................ 9
2
Part I. Item 1. Financial information
- ------- ---------------------
MAX DEVELOPMENT, INC.
(A Development Stage Company)
Condensed Balance Sheet
(Unaudited)
June 30, 2001
ASSETS
Cash ......................................................... $ 2,698
Equipment, less accumulated depreciation of $477 ............. 381
--------
3,079
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued liabilities ................ $ 775
Due to affiliate (Note B) ............................... 35
--------
Total liabilities 810
--------
Shareholders' equity:
Preferred stock ......................................... -
Common stock ............................................ 1,161
Additional paid-in capital .............................. 87,904
Deficit accumulated during development stage ............ (86,796)
--------
Total shareholders' equity 2,269
--------
$ 3,079
========
See accompanying notes to condensed financial statements
3
MAX DEVELOPMENT, INC.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
April 23,
1998
Three Months Ended Six Months Ended (Inception)
June 30, June 30, through
-------------------------- -------------------------- June 30,
2001 2000 2001 2000 2001
----------- ----------- ----------- ----------- -----------
Costs and expenses:
Contributed rent (Note B) ............. $ 3,000 $ 3,000 $ 6,000 $ 6,000 $ 27,000
Professional fees ..................... 1,193 1,585 4,208 3,876 39,782
Stock-based compensation .............. - - - - 278
Other general and administrative ...... 196 358 358 1,712 4,736
----------- ----------- ----------- ----------- -----------
Operating loss (4,389) (4,943) (10,566) (11,588) (71,796)
Non-operating expense:
Loss on write-down of investment ...... - - - - (15,000)
----------- ----------- ----------- ----------- -----------
Loss before income taxes (4,389) (4,943) (10,566) (11,588) (86,796)
Income taxes (Note C) ...................... - - - - -
----------- ----------- ----------- ----------- -----------
Net loss $ (4,389) $ (4,943) $ (10,566) $ (11,588) $ (86,796)
=========== =========== =========== =========== ===========
Basic and diluted loss
per common share ...................... $ * $ * $ * $ *
=========== =========== =========== ===========
Basic and diluted weighted average
common shares outstanding ............. 1,161,000 1,161,000 1,161,000 1,161,000
=========== =========== =========== ===========
* Less than $.01 per common share
See accompanying notes to condensed financial statements
4
MAX DEVELOPMENT, INC.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
April 23,
1998
Six Months Ended (Inception)
June 30, through
--------------------- June 30,
2001 2000 2001
-------- -------- --------
Net cash used in operating activities $ (6,600) $(11,686) $(57,231)
-------- -------- --------
Cash flows from investing activities:
Purchase of equipment ................................... - - (858)
Purchase of investment .................................. - - (15,000)
-------- -------- --------
Net cash used in investing activities - - (15,858)
-------- -------- --------
Cash flows from financing activities:
Proceeds from sale of common stock ...................... - - 83,000
Payments for offering costs ............................. - - (7,213)
-------- -------- --------
Net cash provided by financing activities - - 75,787
-------- -------- --------
Net change in cash ........................................... (6,600) (11,686) 2,698
Cash, beginning of period ............................... 9,298 29,258 -
-------- -------- --------
Cash, end of period $ 2,698 $ 17,572 $ 2,698
======== ======== ========
Supplemental disclosure of cash flow information:
Cash paid for interest .................................. $ - $ - $ -
======== ======== ========
Cash paid for income taxes .............................. $ - $ - $ -
======== ======== ========
See accompanying notes to condensed financial statements
5
MAX DEVELOPMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Condensed Financial Statements
(Unaudited)
Note A: Basis of presentation
---------------------
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its Form 10-KSB dated December 31,
2000 and should be read in conjunction with the notes thereto.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.
Interim financial data presented herein are unaudited.
Note B: Related party transactions
--------------------------
The Company leased office space from an affiliate on a month-to-month basis
during the six months ended June 30, 2001. Rent expense for the period totaled
$6,000.
In addition, the Company owed the affiliate $35 for administrative expenses at
June 30, 2001, which is included in the accompanying condensed balance sheet as
due to affiliate.
Note C: Income taxes
------------
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the six months ended June 30, 2001 resulting in a
deferred tax asset, which was fully allowed for; therefore, the net benefit and
expense resulted in $-0- income taxes.
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Part I. Item 2. Plan of operation
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MAX DEVELOPMENT, INC.
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(A DEVELOPMENT STAGE COMPANY)
PLAN OF OPERATION
- -----------------
The Company plans to raise funds through securities offerings and/or debt
financing within the next twelve months. Although management intends to explore
all available alternatives for debt and/or equity financing, including but not
limited to private and public securities offerings, there can be no assurance
that additional capital can be obtained. In the event that only limited
additional financing is received, the Company expects its opportunities in the
mining industry to be limited to partnering, joint ventures, or similar such
arrangements whereby the Company joins with others having the mineral reserves
and resources in addition to the financing, equipment, personnel and other
resources necessary to conduct mineral exploration, development and production
activities. Even if the Company succeeds in obtaining the level of funding
necessary to acquire a mining property or properties, funds spent for
exploration may prove worthless and/or extended periods of time may elapse
between the expenditure of funds and the recognition of income from a property
and, further, a mine successfully developed to the producing stage may,
nevertheless, fail to produce minerals in sufficient quantity to enable the
Company to realize a profit.
The Company is currently seeking opportunities for possible investments and/or
business combinations with companies that may be operating outside of the
Company's original business plan. No agreements were reached as of June 30,
2001.
At June 30, 2001, the Company had one part-time employee (its sole officer and
director) and, except for any potential mergers and/or acquisitions, does not
anticipate materially increasing the number of employees in the next twelve
months. The Company does not intend to make significant equipment purchases
within the next twelve months.
Special note regarding forward-looking statements
- -------------------------------------------------
This report contains forward-looking statements within the meaning of federal
securities laws. These statements plan for or anticipate the future.
Forward-looking statements include statements about our future business plans
and strategies, statements about our need for working capital, future revenues,
results of operations and most other statements that are not historical in
nature. In this Report, forward-looking statements are generally identified by
the words "intend", "plan", "believe", "expect", "estimate", and the like.
Investors are cautioned not to put undue reliance on forward-looking statements.
Except as otherwise required by applicable securities statues or regulations,
the Company disclaims any intent or obligation to update publicly these
forward-looking statements, whether as a result of new information, future
events or otherwise. Because forward-looking statements involve future risks and
uncertainties, these are factors that could cause actual results to differ
materially from those expressed or implied.
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MAX DEVELOPMENT, INC.
---------------------
(A DEVELOPMENT STAGE COMPANY)
RESULTS OF OPERATIONS
- ---------------------
No income-producing operations were conducted during the most recent quarter.
Expenses incurred since inception have been related to legal, accounting and
stock transfer agent fees, as well as rent and other general and administrative
costs in order to provide stock transfer services to current shareholders and to
comply with reporting as required by the Securities Exchange Act of 1934.
FINANCIAL CONDITION
- -------------------
At June 30, 2001, the Company had working capital of $1,888, including cash of
$2,698 and liabilities of $810. Working capital at June 30, 2001 decreased by
$4,423 from $6,311 at December 31, 2000 primarily due to expenditures incurred
during the period related to SEC reporting and stock transfer services.
PART II - OTHER INFORMATION
Items 1 through 5 - No response required.
Item 6 - Exhibits and reports on Form 8-K.
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
8
SIGNATURES
The financial information furnished herein has not been audited by an
independent accountant; however, in the opinion of management, all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the three and six months ended June 30, 2001
have been included.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MAX DEVELOPMENT, INC.
(Registrant)
DATE: August 13, 2001 BY: /s/ David C. Olson
--------------- ------------------
David C. Olson
President
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