**SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549**

****

**FORM 10-QSB**

[X]                Quarterly Report under Section13 or 15(d) of the Securities Exchange                Act of 1934 for the period ending June30, 2003

 

***2THEMAX.COM, INC.***(Exact name of registrant as it appears in its charter)

000-30551(Commission File Number)

| NEVADA                                                   | 88-0458906                           |
|----------------------------------------------------------|--------------------------------------|
| (State or jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |

6767 West Tropicana Avenue, Suite 203, Las Vegas, Nevada 89103(Address of Principal Executive Office)

(702) 595-6201Registrant's telephone number, including area code

Securities registered pursuant to Section 12 (b) of the Act:  None

Securities registered pursuant to Section 12 (b) of the Act:  Class A Common Stock$0.001 Par Value

Indicate by check mark whether the registrant (1) has filed all reports to be filed bySection 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that theregistrant was required to file such reports) and  (2) has been subject to such filing requirements for the past 90days.   Yes  X  No

At the end of the quarter ending June 30, 2003 there were 1,500,000 issued and outstandingshares of the registrants common stock.

There is no active market for the registrant's securities.

PART I.  FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

The audited financial statements for the period ending June 30, 2003.

**2THEMAX.COM, INC.**

**(A DEVELOPMENT STAGE COMPANY)**

**FINANCIAL STATEMENTS**

**JUNE 30, 2003 and JUNE 30, 2002**

 

**TABLE OF CONTENTS**
**Page Number**
INDEPENDENT ACCOUNTANT'S REPORT 

1

FINANCIAL STATEMENT 

     Balance Sheets 

2

     Statements of Operations and Deficit AccumulatedDuring      the Development Stage 

3

     Statement of Changes in Stockholders' Equity 

4

     Statements of Cash Flows 

5

     Notes to the Financial Statements

6-7

David E.Coffey,                   6767 West Tropicana Avenue, Suite 216,Las Vegas, Nevada 89103Certified Public Accountant                          Phone (702) 871-3979 FAX (702)871-6769
**INDEPENDENT ACCOUNTANT'S REPORT**

To the Board of Directors and Stockholdersof 2TheMax.Com, Inc.Las Vegas, Nevada

I have audited the accompanying balance sheets of 2TheMax.Com, Inc. (a development stagecompany) as of June 30, 2003 and June 30, 2002 and the related statements of operations, cash flows, and changes in stockholders'equity for the periods then ended, as well as the cumulative period from April 20, 2000 (date of inception) to June 30,2003.   These statements are the responsibility of 2TheMax.Com, Inc.'s management.  My responsibility is to expressan opinion on these financial statements based on my audit.

I conducted my audit inaccordance with generally accepted auditing standards in the USA.  Thosestandards require that I plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement.  An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements.  Anaudit also includes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financialstatement presentation.  I believe that my audit provides a reasonablebasis for my opinion.

In my opinion, the accompanying financial statements present fairly, in all materialrespects, the financial position of 2TheMax.Com, Inc. as of June 30, 2003 and June 30, 2002 and the results of operations, cashflows, and changes in stockholders' equity for the periods then ended, as well as the cumulative period from April 20, 2000, inconformity with generally accepted accounting principles in the USA.

The accompanying financial statements have been prepared assuming that the Company willcontinue is a going concern.  The Company has not generated revenues from operations which raises substantial doubt about itsability to continue as a going concern.  The financial statements do not include any adjustments that might result from theoutcome of this uncertainty.

David E. Coffey, C. P. A.Las Vegas, NevadaAugust 22, 2003

-1- 
2THEMAX.COM, INC.(A DEVELOPMENT STAGE COMPANY)BALANCE SHEETS

June 30, 2003

June 30, 2002

ASSETS

      Cash

$            0

$              0

     Total Assets

$            0 =======

$              0 ========

LIABILITIES & STOCKHOLDERS' EQUITY

Loan from stockholders

$       400

$           400

      Total Liabilities

400

400

Stockholders' Equity

      Common stock, authorized 25,000,000shares at $.001       par value, issued and outstanding 1,500,000 shares

 1,500

 1,500

      Additional paid-in capital

2,550

2,550

      Deficit accumulated during thedevelopment stage

    (4,450)

      (4,450)

Total Stockholders' Equity

(400)

(400)

       Total Liabilities andStockholders' Equity

$          0 =======

$             0 ========

The accompanying notes are an integral part ofthese financial statements

-2-
2THEMAX.COM, INC.( A DEVELOPMENT STAGE COMPANY )STATEMENTS OF OPERATIONS AND DEFICITACCUMULATED DURING THE DEVELOPMENT STAGE( With Cumulative Figures From Inception )

Six months ending June 30, 

 2003 --------------

 2002 ------------

 From Inception April 20, 200 to June 30, 2003 -----------------

Income

$

0

$

0

$

0

Expenses

  General and administrative expenses

         400

        400

       4,450

Total expenses

400

400

4,450

Net loss

(400)

(400)

$

(4,450) =======

Retained earnings, beginning of period

    (4,050)

   (4,050)

Deficit accumulated during the development stage

$

(4,450) =======

$

(4,450) =======

Earnings ( loss ) per share, assuming dilution: Net loss

$

0.00 =======

$

0.00 =======

$

0.00 =======

Weighted average shares outstanding

1,500,000 =======

1,500,000 =======

1,500,000 =======

The accompanying notes are an integral part of these financial statements.

-3- 
2THEMAX.COM, INC.( A DEVELOPMENT STAGE COMPANY )STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITYFROM APRIL 20, 2000 ( Date of Inception ) TO JUNE 30, 2003

Common Stock

Additional Paid-in Capital -----------

Deficit accumulated during the development stage ---------------

Total

-----------

Shares -----------

Amount -----------

Balance, April 0, 2000

0

$

0

$

0

$

0

$

0

Issuance of common stock for services, April 20, 2000

1,500,000

1,500

0

0

1,500

Contribution of additional capital

0

0

500

0

500

Less net loss

               0

               0

               0

       (2,000)

    (2,000)

Balance, December 31, 2000

1,500,000

1,500

500

(2,000

0

Contribution of additional capital, Less net loss

0

0

2,050

0

2,050

               0

               0

               0

      (2,050)

      (2,050)

Balance, December 31, 2001

1,500,000

1,500

2,550

(4,050)

0

Less net loss

               0

               0

               0

         (400)

         (400)

Balance, December 31, 2002

1,500,000

1,500

2,550

(4,450)

(400)

Less net loss

               0

               0

               0

               0

               0

Balance, June 30, 2003

1,500,000 ========

$

1,500 =======

$

2,550 =======

$

(4,450) ========

$

(400) =========

The accompanying notes are an integral part ofthese financial statements

-4- 
2THEMAX.COM, INC.( A DEVELOPMENT STAGE COMPANY )STATEMENTS OF CASH FLOWS( With Cumulative Figures From Inception )

Six months ending June 30,

From Inception, April 20, 2000, to June 30, 2003 ----------------------

 2003 -----------------------

 2002 -----------------------

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES

Net Income (Loss)

$

(400)

$

(400)

$

(4,450)

Adjustments to reconcile net loss to    cash used by operating activity    Issuance of stock for services

 0

 0

 1,500

   Loans from stockholders

           400

           400

         400

        NET CASH PROVIDED BY         OPERATING ACTIVITIES

0

0

(2,550)

CASH FLOWS USED BY INVESTING ACTIVITIES

             0

             0

             0

        NET CASH USED BY         INVESTING ACTIVITIES

0

0

0

CASH FLOWS FROM FINANCING ACTIVITIES

   Contributed capital

             0

           0

      2,550

        NET CASH PROVIDEDBY

        FINANCINGACTIVITIES

             0

          0

      2,550

        NET INCREASE INCASH

0

0

$

0   =======

CASH AT BEGINNING OF PERIOD

             0

             0

        CASH AT END OFPERIOD

$

0 =======

$

0 =======

SUPPLEMENTAL INFORMATION:

               The Balance Sheet shows $1,500 Common stock, which represents the issue of stock at par value for services.

The accompanying notes are an integral part ofthese financial statements.

-5- 
2THEMAX.COM, INC.( A DEVELOPMENT STAGE COMPANY )NOTES TO THE FINANCIAL STATEMENTSJUNE 30, 2003 AND JUNE 30, 2002

NOTEA                SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES

The Company was incorporated on April 20, 2000, under the laws of the State ofNevada.  The business purpose of the Company is to seek merger opportunities with other Companies.

The Company will adopt accounting policies and procedures based upon the nature of futuretransactions.

NOTE B                EARNINGS (LOSS) PER SHARE

Basic EPS is determined using net income divided by the weighted average sharesoutstanding during the period.  Diluted EPS is computed by dividing net income by the weighted average shares outstanding,assuming all dilutive potential common shares were issued.  Since the Company has no common shares that re potentiallyissuable, such as stock options, convertible securities or warrants, basic and diluted EPS are the same.

NOTE C                ISSUE OF COMMON STOCK FORSERVICES

On April 20, 2000 the Company issued 1,500,000 shares of its common stock at $.001 pershare for $1,500.  The sole shareholder provided general and administrative services in organizing the Company.

All of the above shares were issued pursuant to an exemption from registrationrequirements under Section 4(2) of the Securities Act.

NOTED                ADDITIONAL CONTRIBUTEDCAPITAL

During 2000 the sole stockholdercontributed $500 for working capital.

During 2001 the sole stockholdercontributed $2,050 of additional capital to the company to meet its workingcapital needs.

NOTE E                 LOANS FROM STOCKHOLDERS

During the first quarter of 2002 thesole stockholder loaned the Company $400, without collateral and payable ondemand with no interest, to meet its working needs.

- 6 -
2THEMAX.COM, INC.( A DEVELOPMENT STAGE COMPANY )NOTES TO THE FINANCIAL STATEMENTSJUNE 30, 2003 AND JUNE 30, 2002(Continued)

NOTE F                 RESCISSION OF COMMON STOCKISSUANCE

The Company’s financial statements are prepared using generally accepted accountingprinciples applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normalcourse of business.  However, the Company has not generated any revenues from its planned principal operations through June30, 2003.  Without realization of additional capital, it would be unlikely for the Company to continue as a goingconcern.

 

 

 

 

 

 

-7- 
Item2.                MANAGEMENT'S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION                           AND RESULTS OF OPERATION.

Results of Operations

The Company has had no operations during this quarter.

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.

None

Item 2.   Changes in Securities

None

Item 3.   Default Upon Senior Securities

None

Item 4.   Submission of matters To a Vote of Security Holders

None

Item 5.   Other Information.

None

Item 6.   Exhibits and Reports.

None.

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunder dulyauthorized.

**2THEMAX.COM, INC.**

Dated:  September 18, 2003

By: /s/    Catherine S. Ratelle                 Catherine S. Ratelle,President

I, Catherine S. Ratelle, certify that:

1.             I have reviewedthis quarterly report on Form 10Q-SB of 2TheMax.Com, Inc;

2.             Based on myknowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this quarterly report;

3.             Based on myknowledge, the financial statements, and other financial information included in this quarterly report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report;

4.             Theregistrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)                designed such disclosurecontrols and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during the period in which this annual report is beingprepared;

b)                evaluated the effectiveness ofthe registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report(the "Evaluation Date"); and

c)                presented in this quarterlyreport our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of theEvaluation Date;

5.             Theregistrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors andthe audit committee of the registrant's board of directors (or person performing the equivalent functions):

a)                all significant deficiencies inthe design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarizeand report financial date and have identified for the registrant's auditors any material weaknesses in internal controls;and

b)                any fraud, whether or notmaterial, that involves management or other employees who have a significant role in the registrant's internal controls;and

6.             Theregistrant's other certifying officers and I have indicated in this quarterly report whether or not there are significant changesin internal controls or other factors that could significantly affect internal controls subsequent to the date of our most recentevaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated:  September 18, 2003

By: /s/    Catherine S. Ratelle                 Catherine S. Ratelle,President

**Statement of Chief Executive Officer  RegardingFacts and Circumstances Relating to Exchange Act Filings**

I, Catherine S. Ratelle, state and certify as follows:

The financial statements filed with the report on Form 10-QSB for the period ended June30, 2003 fully comply with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 and that theinformation contained in said periodic report fairly presents, in all material respects, the financial condition and results ofoperations of 2TheMax.Com, Inc.

This Statement is submitted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.

Dated:  September 18, 2003

By: /s/    Catherine S. Ratelle                 Catherine S. Ratelle,President