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 THE QUARTERLY PERIOD ENDED JUNE 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from to
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Commission File Number: 000-49954
Maximum Dynamics, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1556886
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2 North Cascade Avenue, Suite 1100, Colorado Springs, Colorado 80903
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(Address of principal executive offices) (Zip Code)
(719) 381-1728
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(Registrant's Telephone Number, Including Area Code)
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 practical date. As of August 18, 2003 there were
33,615,000 shares of the issuer's no par value common stock issued and
outstanding.
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MAXIMUM DYNAMICS, INC.
CONDENSED BALANCE SHEET
(UNAUDITED)
JUNE 30, 2003
ASSETS
Current assets:
Cash.................................................... $ 1,773
Accounts receivable..................................... 22,520
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Total current assets...................... 24,293
Property and equipment, net................................. 99,829
Intangible assets, net...................................... 1,211,458
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$ 1,335,580
==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities................... $ 27,078
Notes payable (Note D).................................. 500,000
Accounts payable and accrued liabilities................ 215,961
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Total current liabilities................. 743,039
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Shareholders' equity (Note E):
Preferred stock.........................................
Common stock............................................ 1,723,250
Additional paid-in capital.............................. 477,100
Retained deficit........................................ (1,607,809)
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Total shareholder's equity................ 592,541
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$ 1,335,580
==============
See accompanying notes to financial statements
2
MAXIMUM DYNAMICS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------------- ---------------------------------
2003 2002 2003 2002
--------------- --------------- --------------- ---------------
Service revenue..................................... $ 37,599 $ 13,000 $ 117,973 $ 28,000
--------------- --------------- --------------- ---------------
Operating expenses:
Cost of revenue................................. 2,486 --- 38,657 ---
Stock-based compensation (Note E):
Employee services............................ --- --- --- ---
Consulting services.......................... --- --- 127,250 ---
Contributed services (Note B)................... 60,350 56,075 109,725 110,525
Contributed rent................................ --- --- --- 750
Rent, other..................................... 2,393 3,500 8,193 3,500
Consulting, related parties..................... --- 11,100 --- 17,600
Consulting, other............................... 1,500 10,131 99,971 18,085
Professional fees............................... 5,784 1,450 25,132 13,527
Depreciation and amortization................... 132,870 2,423 265,575 4,845
Interest expense................................ 166,998 --- 215,961 ---
Other general and administrative costs.......... 15,103 9,000 60,046 9,300
--------------- --------------- --------------- ---------------
Total operating expenses.......... 387,484 93,679 950,510 178,132
--------------- --------------- --------------- ---------------
Loss before income taxes.......... (349,885) (80,679) (832,537) (150,132)
Income tax provision (Note C)....................... --- --- --- ---
--------------- --------------- --------------- ---------------
Net loss.......................... $ (349,885) $ (80,679) $ (832,537) $ (150,132)
=============== =============== =============== ===============
Basic and diluted loss per share.................... $ (0.01) $ (0.01) $ (0.03) $ (0.02)
=============== =============== =============== ===============
Weighted average common shares outstanding.......... 33,615,000 9,550,000 31,494,167 9,475,000
=============== =============== =============== ===============
See accompanying notes to financial statements
3
MAXIMUM DYNAMICS, INC.
CONDENSED BALANCE SHEET
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
--------------------------------------
2003 2002
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Net cash used in
operating activities..................... $ (143,964) $ (33,262)
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Cash flows from investing activities:
Purchases of equipment........................................ (2,076) (5,067)
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Net cash used in
investing activities..................... (2,076) (5,067)
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Cash flows from financing activities:
Working capital advances, net................................. --- (100)
Proceeds from issuance of notes payable (Note D).............. 165,000 ---
Repayment of notes payable (Note D)........................... (20,000) ---
Proceeds from sale of common stock............................ --- 40,000
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Net cash provided by
financing activities..................... 145,000 39,900
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Net change in cash....................... (1,040) 1,571
Cash, beginning of period......................................... 2,813
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Cash, end of period............................................... $ 1,773 $ 1,571
================== =================
Supplemental disclosure of cash flow information:
Income taxes.................................................. $ --- $ ---
================== =================
Interest...................................................... $ --- $ ---
================== =================
Non-cash financing activities:
Common stock issued in exchange for
offering costs............................................. $ --- $ 5,000
================== =================
See accompanying notes to financial statements
4
MAXIMUM DYNAMICS, INC.
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 with financial
statements dated December 31, 2002, and should be read in conjunction with the
notes thereto.
Management changed the manner in which it presents the Company's operating
results and cash flows during the period ended June 30, 2003. Management no
longer considers the Company in the development stage as defined by the FASB
Statement of Financial Accounting Standards No. 7, "Accounting and Reporting by
Development Stage Companies". As a result, cumulative operating results and cash
flow information are no longer presented in the financial statements. This
change does not affect the Company's operating results or financial position.
Accordingly, no pro forma financial information is necessary. Historical
information has been revised in conformity with the current practice.
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.
Financial data presented herein are unaudited.
NOTE B: RELATED PARTY TRANSACTIONS
Three officers contributed software programming, business development and
administrative services to the Company during the six months ended June 30,
2003. The time and effort was recorded in the accompanying financial statements
based on the prevailing rates for such services, which ranged from $50 to $100
per hour based on the level of services performed. The services are reported as
contributed services with a corresponding credit to additional paid-in capital.
NOTE C: INCOME TAXES
The Company records its income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes". The Company incurred net operating losses during
all periods presented resulting in a deferred tax asset, which was fully allowed
for; therefore, the net benefit and expense resulted in $-0- income taxes.
NOTE D: NOTES PAYABLE
Notes payable consist of the following at June 30, 2003:
5
MAXIMUM DYNAMICS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
UNAUDITED
Note payable to corporation, 8 percent interest rate,
matures February 15, 2004, unsecured...........................$ 285,000
Note payable to individual, 8 percent interest rate,
matures February 15, 2004, unsecured............................ 50,000
Note payable to individual, 200 percent interest rate,
matures August 31, 2003, unsecured.............................. 25,000
Note payable to individual, 200 percent interest rate,
matures August 31, 2003, unsecured.............................. 25,000
Note payable to individual, 200 percent interest rate,
matures August 31, 2003, unsecured.............................. 25,000
Note payable to individual, 200 percent interest rate,
matures August 31, 2003, unsecured.............................. 35,000
Note payable to individual, 200 percent interest rate,
matures August 31, 2003, unsecured.............................. 20,000
Note payable to individual, 200 percent interest rate,
matures August 31, 2003, unsecured.............................. 5,000
Note payable to individual, 200 percent interest rate,
matures September 30, 2003, unsecured........................... 30,000
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$ 500,000
===========
Interest expense totaled $215,961 for the six months ended June 30, 2003.
Accrued interest payable on the promissory notes also totaled $215,961 at June
30, 2003.
NOTE E: SHAREHOLDER'S EQUITY
During March 2003, the Company issued 5,090,000 shares of it's no par value
common stock to unrelated third parties in exchange for software engineering,
marketing and business development services. The shares issued in the
transaction were valued based on the market value of the Company's common stock
on the transaction date, or $.025 per share. Stock-based compensation expense of
$127,250 was recognized in the accompanying condensed financial statements for
the six months ended June 30, 2003.
Following is a schedule of changes in shareholders' deficit for the six months
ended June 30, 2003:
Common stock Additional
------------------------------- Paid-In Retained
Shares Amount Capital Deficit Total
--------------- --------------- -------------- ---------------- ---------------
Balance, January 1, 2003.................. 28,525,000 $ 1,596,000 $ 367,375 $ (775,272) $ 1,188,103
March 2003, common stock issued
in exchange for consulting services
at $.025 per share.................... 5,090,000 127,250 - - 127,250
Services contributed by officers.......... - - 109,725 - 109,725
Net loss for the three months
ended March 31, 2003.................. - - - (832,537) (832,537)
--------------- --------------- -------------- ---------------- ---------------
Balance, March 31, 2003 33,615,000 $ 1,723,250 $ 477,100 $ (1,617,809) $ 592,541
=============== =============== ============== ================ ===============
6
ITEM 2. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION
THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF
MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT
ESTIMATE THE HAPPENING OF FUTURE EVENTS ARE NOT BASED ON HISTORICAL FACT.
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, SUCH AS "MAY", "SHALL", "WILL", "COULD", "EXPECT", "ESTIMATE",
"ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR
SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE
FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN
COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND
CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.
THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT
TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND
OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE
EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY
FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. NO ASSURANCE CAN BE
GIVEN THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS
SPECIFIED IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION
TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.
CRITICAL ACCOUNTING POLICY AND ESTIMATES. Our Management's Discussion and
Analysis of Financial Condition and Results of Operations section discusses our
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and litigation.
Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources. These accounting policies are described at
relevant sections in this discussion and analysis and in the notes to the
consolidated financial statements included in our Quarterly Report on Form
10-QSB for the period ended June 30, 2003.
We are a development stage company and were incorporated in Colorado on August
23, 2000. In August 2000, we secured a five-year exclusive license of a software
system from Europa Global, Inc., or Europa, a non-U.S. technology company in
exchange for 2,000,000 shares of Common Stock as an upfront payment for the
five-year exclusive license of the software system. Europa initially developed
the software system before licensing it to us, where we continued development of
the software under the name Datalus.
Datalus is web-based software for fund managers that we believe offers fund
managers six critical value propositions: lower overhead, computation and
tracking, and security/control. First, we believe that Datalus will
significantly reduce overhead by generating statements instantly as opposed to
paying accountants for generating statements for one to two months at a time. We
believe that the system has the capability to compute the statements and
calculate the assets, along with redemptions and any compensation to sponsors
and/or agents. We believe our web-based software will also provide our customers
on-line access to their accounts 24 hours, seven days a week. Lastly, the
software has numerous security features built into it. Therefore, we expect that
use of our software will enable fund managers to outsource their entire client
side management by allowing a third party administrator to access their records
for administration purposes while still maintaining control and security.
7
LIQUIDITY AND CAPITAL RESOURCES. We have cash of $1,773 and accounts receivable
of $22,520 as of June 30, 2003. Our total current assets were $24,293 as of June
30, 2003. Our total assets were $1,335,580 as of June 30, 2003, of which $99,829
was represented by property and equipment. We also had license rights of
approximately $1,211,458. Additionally, our officers are committed to paying our
expenses to enable us to continue operations for at least the next twelve
months. Therefore, we believe that our available cash is sufficient to pay our
day-to-day expenditures.
Our total current liabilities were approximately $743,039 as of June 30, 2003.
Accounts payable and accrued liabilities represented $27,078 of our total
liabilities, and we had $500,000 in notes payable and $215,961 in accrued
interest payable. We have no other long term commitments or contingencies.
RESULTS OF OPERATIONS.
FOR THE THREE MONTH PERIOD ENDING JUNE 30, 2003, COMPARED TO THE SAME PERIOD
ENDING JUNE 30, 2002.
REVENUES. We have realized revenues of approximately $37,599 from services that
we provided during the three months ended June 30, 2003. This is in comparison
to revenues of $13,000 that we generated during the three month period ended
June 30, 2002. We experienced an increase in revenues because we were able to
collect on accounts receivable from our hedge fund administration operations
that had been written off. Our revenues were lower than expected for the second
quarter due to the time and resources that were diverted to set up our
operations in Cape Town, South Africa. Our management believed that it was
imperative to get these operations up and running as the majority of any
revenues we anticipate that we will be able to generate will be from activities
performed there. We also spent most of the month of June forming strategic
partnerships which we hope will enable us to build out our infrastructure. One
of these partnerships resulted in an acquisition of Unilogic Solutions, Ltd. as
a majority owned subsidiary. Please refer to the discussion of this transaction
in Item 5. Other Information.
OPERATING EXPENSES. For the three months ended June 30, 2003, our total expenses
were approximately $387,484. Our cost of generating revenue was $2,486. Our
operating expenses were also represented by $60,350 in contributed services,
$2,393 for rent, $1,500 for consulting fees and $5,784 for professional fees,
and $132,870 for depreciation and amortization, $166,998 in interest expense and
$15,103 in other general and administrative costs. We experienced a net loss of
$349,885 for the three month period ended June 30, 2003.
This is in comparison to the three month period ended June 30, 2002, where we
experienced a net loss of $80,679. During the period ended June 30, 2002, our
total expenses were $938,679. Of this amount, $56,075 was represented by
contributed services, $3,500 in rent, $11,100 in consulting fees paid to related
parties, $10,131 in other consulting expenses, $1,450 in professional fees and
$2,423 in depreciation and amortization and $9,000 in general and other
administrative expenses. The increase for the period ended June 30, 2003 was
primarily due to increased levels of operations, resulting in consulting
expenses, depreciation and amortization that we incurred during that quarter as
compared to the same period ended June 30, 2002.
FOR THE SIX MONTH PERIOD ENDING JUNE 30, 2003, COMPARED TO THE SAME PERIOD
ENDING JUNE 30, 2002.
REVENUES. We have realized revenues of approximately $117,973 from services that
we provided during the six months ended June 30, 2003. This is in comparison to
revenues of $28,000 that we generated during the six month period ended June 30,
2002. We experienced an increase in revenues because we were able to collect on
accounts receivable from our hedge fund administration operations that had been
written off. Our revenues were lower than expected for the second quarter due to
the time and resources that were diverted to set up our operations in Cape Town,
South Africa as discussed above
OPERATING EXPENSES. For the six months ended June 30, 2003, our total expenses
were approximately $950,510. Our cost of generating revenue was $38,657. Our
operating expenses were also represented by $127,250 in stock based compensation
for consulting services, $109,725 in contributed services, $8,193 for rent,
$99,971 for consulting fees, $25,132 for professional fees, and $265,575 for
depreciation and amortization, $215,961 in interest expense and $60,046 in other
general and administrative costs. We experienced a net loss of $832,537 for the
six month period ended June 30, 2003.
8
This is in comparison to the six month period ended June 30, 2002, where we
experienced a net loss of $150,132. During the period ended June 30, 2002, our
total expenses were $178,132. Of this amount, $110,525 was represented by
contributed services, $750 in contributed rent, $3,500 in rent, $17,600 in
consulting fees paid to related parties, $18,085 in other consulting expenses,
$13,527 in professional fees, $4,845 in depreciation and amortization and $9,300
in general and other administrative expenses. The increase for the period ended
June 30, 2003 was primarily due to increased operations and the expansion of our
operations to Cape Town, South Africa, both of which resulted in increased
consulting expenses, depreciation and amortization, and general and
administrative costs that we incurred during that quarter.
OUR PLAN OF OPERATIONS FOR THE NEXT TWELVE MONTHS. We have generated $37,599 in
revenues during the quarter ended June 30, 2003, and had $1,773 in cash and
$22,520 in accounts receivable as of that date. We believe that we will be able
to collect those accounts receivable in a timely fashion and that that we will
have sufficient financial resources to meet our obligations for the twelve month
period following June 30, 2003. Should we require their assistance, our officers
are committed to paying our expenses at least through that period.
We anticipate that our expenditures will vary with the number of customers that
we engage and the level of revenue that those contracts generate. Our most
important milestone over the next twelve months will be securing additional
customer agreements, which our management believes would generate approximately
$250,000 in revenues and would be sufficient to cover our operating costs for
our fiscal year 2003. Management believes that the potential acquisition of
Unilogic Solutions, Ltd. will provide for increased infrastructure and technical
abilities to perform on contracts and to secure additional contracts. Unilogic
Solutions, Ltd. also has started utilizing the experience of our CEO, Eric
Majors, to bid for contracts in its business. As a result, management believes
that meeting this milestone by year-end is possible. There can be no assurance,
however, that we will meet this milestone, secure customers or generate any
revenues.
If we are unsuccessful in securing customers, we may have to turn to other
sources of financing, which could further dilute the ownership of current
shareholders. If we are unsuccessful in obtaining further financing, we could be
unable to continue operations.
We do not anticipate that there will be any significant changes in the number of
employees or expenditures for software development, hedge fund administration
service costs, or equipment from what is discussed in this prospectus. There can
be no assurance, however, that conditions will not change forcing us to make
changes to any of our plan of operations or business strategies.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed as of June 30, 2003,
our chief executive officer and the principal financial officer concluded that
our disclosure controls and procedures were adequate.
(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
9
None.
ITEM 2. CHANGES IN SECURITIES.
- ------------------------------
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
- ----------------------------------------
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
- ----------------------------------------------------------
None.
ITEM 5. OTHER INFORMATION
- --------------------------
From mid-May through June 30, 2003, we were engaged in forming strategic
partnerships with accounting groups, legal firms, technology companies and other
entities engaged in the fund administration industry. During this process, our
management met and began discussions with Unilogic Solutions, Ltd. ("Unilogic")
regarding the formation of a joint venture. As discussions continued and
technological reviews of respective software were conducted, both companies
became interested in pursuing the possibility of an acquisition.
Our management believes there are several opportunities that could result from
this possible acquisition. Our management has been aware that our fund
administration software, Datalus, is applicable to other businesses such as
human resource management, insurance claims processing, corporate procurement,
employee labor relations, debt management, contracts management and loan
application process management. With limited resources, however, we were
required to focus on our core business and were not able to pursue these other
potential markets.
However, Unilogic has developed a similar software system that is already
targeting businesses in these other industries and has secured customer accounts
with Old Mutual, The Laser Transport Group, Imperial Group, Unigrain, Cape
Crating, and Breco. In addition, the founders of Unilogic have established sales
distribution channels and relationships with several accounts as a result of the
previous company they founded and sold, Expressed Solutions Ltd. These
relationships have resulted in Unilogic receiving requests for proposals from
Shell, Mobil, Engen Petroleum, MUA Insurance, Greyhound Bus, Volkswagen and the
South African government.
By acquiring an ownership interest in Unilogic, we believe that our management
team can utilize its experience and relationships with Intel, MCI-WorldCom,
Catalina Research and other established companies to help Unilogic to penetrate
the U.S. market with its products, and that Unilogic can provide us with
technological infrastructure focused on enhancing Datalus and our service
offering.
These discussions resulted in a verbal agreement to proceed on June 20, 2003.
The two companies began conducting due diligence and technical assessments. On
August 5, 2003, the two companies signed a letter of intent in which we would
acquire fifty one percent (51%) of Unilogic. The transaction is pending final
due diligence to be completed by both companies. Reference is made to the report
on Form 8-K filed on August 6, 2003 announcing our letter of intent to acquire a
majority ownership in Unilogic.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------
None.
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of Colorado Springs, Colorado, on August 18, 2003.
Maximum Dynamics, Inc.
By: /s/ Eric R. Majors
--------------------------------------------
Eric R. Majors
Its: Chief Executive Officer
President, Secretary, and a director
CERTIFICATIONS
- --------------
I, Eric R. Majors, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Maximum
Dynamics, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. Theregistrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation and
(c) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. Theregistrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting , to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant`s internal control over financial reporting.
Date: August 18, 2003
/s/ Eric R. Majors
- ----------------------
Eric R. Majors
Chief Executive Officer
11
CERTIFICATIONS
I, Joshua Wolcott, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Maximum
Dynamics, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. Theregistrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation and
(c)Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. Theregistrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting , to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons
performing the equivalent functions):
(c) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
(d) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant`s internal control over financial reporting.
Date: August 18, 2003
/s/ Joshua Wolcott
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Joshua Wolcott
Chief Financial Officer
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