UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended September 30, 1999           Commission File Number 0-27337
                  ------------------                                  -------



                              MAX DEVELOPMENT, INC.
              ----------------------------------------------------
             (Exact name of registrant 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
--------------------------------------------------------            --------
(Address of principal executive offices)                           (Zip code)

                                 (720) 489-8873
               --------------------------------------------------
              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common stock,  $.001 par value                              2,322,000
         Class                                      Number of shares outstanding
                                                        at October 13, 1999

--------------------------------------------------------------------------------
                     This document is comprised of 9 pages.


<PAGE>



FORM 10-QSB
2ND QUARTER




                                      INDEX





                                                                            Page


PART I - FINANCIAL INFORMATION
    Item 1.  Financial Statements *

    Condensed balance sheet, September 30, 1999 (Unaudited)...............   3

    Condensed statements of operations, three and nine months
       ended September 30, 1999 and 1998 (Unaudited), and
       April 23, 1998 (inception) through September 30, 1999 (Unaudited)..   4

    Condensed statements of cash flows, three and nine months
       ended September 30, 1999 and 1998 (Unaudited), and
       April 23, 1998 (inception) through September 30, 1999 (Unaudited)..   5

    Notes to condensed financial statements (Unaudited)...................   6

    Item 2.  Plan of Operation............................................   7

PART II - OTHER INFORMATION...............................................   7

    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............................................................   8


*  The accompanying financial statements are not covered by an Independent
   Certified Public Accountant's report.


2

<PAGE>


Part I  Item 1.  Financial information
------           ----------------------

                             MAX DEVELOPMENT, INC.
                          ---------------------------
                         (A Development Stage Company)

                            Condensed Balance sheet
                                  (Unaudited)

                               September 30, 1999

                                     ASSETS

CASH ...........................................................    $ 35,165

INVESTMENT, less allowance of $15,000 ..........................          --
                                                                    --------

                                                                    $ 35,165
                                                                    ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
   Accrued liabilities .........................................    $    750
                                                                    --------
                                               TOTAL LIABILITIES         750
                                                                    --------

SHAREHOLDERS' EQUITY
   Preferred stock, $.01 par value, 1,000,000 shares
      authorized; -0- shares issued and outstanding ............          --
   Common stock, $.001 par value; 10,000,000 shares
      authorized; 2,322,000 shares issued and outstanding ......       2,322
   Additional paid-in capital ..................................      75,743
   Deficit accumulated during development stage ................     (43,650)
                                                                   ---------
                                                                      34,415
                                                                   ---------

                                                                   $  35,165
                                                                   =========

           See accompanying notes to condensed financial statements

3

<PAGE>
<TABLE>
<CAPTION>

                                                      MAX DEVELOPMENT, INC.
                                                      ---------------------
                                                   (A Development Stage Company)

                                                 Condensed Statements of Operations
                                                              (Unaudited)

                                                                                                                      April 23, 1998
                                                           Three Months Ended               Nine Months Ended           (Inception)
                                                             September 30,                   September 30,                through
                                                     ---------------------------       --------------------------        Sept. 30,
                                                        1999              1998            1999            1998             1999
                                                     -----------       ---------       -----------       --------       -----------
<S>                                                  <C>               <C>                <C>              <C>          <C>
COSTS AND EXPENSES
Rent ..........................................      $     3,000       $     --        $     6,000       $    --        $     6,000
Professional fees .............................            7,085             --             14,085            --             16,585
Stock transfer fees ...........................              175             --              1,045            --              1,045
Other .........................................              370             --              4,646            --              5,020
                                                     -----------       ----------      -----------       ---------      -----------
                       OPERATING LOSS .........          (10,630)            --            (25,776)           --            (28,650)

NON-OPERATING EXPENSE
Loss on write-down of
     investment ...............................             --               --            (15,000)           --            (15,000)
                                                     -----------       ----------      -----------       ---------      -----------
                          LOSS BEFORE
                         INCOME TAXES .........          (10,630)            --            (40,776)           --            (43,650)

INCOME TAXES (Note C) .........................             --               --               --              --               --
                                                     -----------       ----------      -----------       ---------      -----------

                             NET LOSS .........      $   (10,630)      $     --        $   (40,776)      $    --        $   (43,650)
                                                     ===========       ==========      ===========       =========      ===========
Basic and diluted loss
     per common share .........................      $      *          $     *         $     (0.02)      $    *         $     (0.02)
                                                     ===========       ==========      ===========       =========      ===========

Basic and diluted weighted
     average common shares
     outstanding ..............................        2,322,000             --          2,196,778            --          2,101,200
                                                     ===========       ==========      ===========       =========      ===========

*  Less than $.01 per common share

            See accompanying notes to condensed financial statements

4
<PAGE>
                                             MAX DEVELOPMENT, INC.
                                             ---------------------
                                         (A Development Stage Company)

                                       Condensed Statements of Cash Flows
                                                    (Unaudited)

                                                                                                          April 23, 1998
                                                                                   Nine Months Ended        (Inception)
                                                                                      September 30,           through
                                                                                ----------------------        Sept. 30,
                                                                                  1999           1998           1999
                                                                                --------        ------    ----------------
                                                  NET CASE (USED IN)
                                                OPERATING ACTIVITIES ..........  (25,335)          --          (25,122)
                                                                                --------          ---         --------
INVESTING ACTIVITIES
Purchase of investment ........................................................  (15,000)          --          (15,000)
                                                                                --------          ---         --------
                                                  NET CASH (USED IN)
                                                INVESTING ACTIVITIES ..........  (15,000)          --          (15,000)
                                                                                --------          ---         --------
FINANCING ACTIVITIES
Proceeds from sale of common stock ............................................   80,500           --           80,500
Payments for offering costs ...................................................   (5,000)          --           (5,213)
                                                                                --------          ---         --------
                                                NET CASH PROVIDED BY
                                                FINANCING ACTIVITIES ..........   75,500           --           75,287
                                                                                --------          ---         --------


NET CHANGE IN CASH ............................................................   35,165           --           35,165
Cash, beginning of period .....................................................     --             --             --
                                                                                --------          ---         --------

CASH, END OF PERIOD ........................................................... $ 35,165          $--         $ 35,165
                                                                                ========          ===         ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest ................................................... $   --            $--         $   --
                                                                                ========          ===         ========
     Cash paid for income taxes ............................................... $   --            $--         $   --
                                                                                ========          ===         ========


                            See accompanying notes to condensed financial statements

5
</TABLE>

<PAGE>

                              MAX DEVELOPMENT, INC.
                              ---------------------
                          (A DEVELOPMENT STAGE COMPANY)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

                               September 30, 1999

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-SB dated May 31, 1999 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 nine months ended  September  30,  1999.  Rent expense for the period
totaled $6,000.

During the nine months ended September 30, 1999, an affiliate  incurred expenses
on behalf of the Company  totaling  $137.  The Company  repaid all $137 prior to
September 30, 1999.

During the nine months ended September 30, 1999, the Company repaid an officer
$40 for expenses paid on behalf of the Company in the prior year.

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 three months and nine months ended September 30,
1999 resulting in a deferred tax asset, which was fully allowed for;  therefore,
the net benefit and expense resulted in $-0- income taxes.


6

<PAGE>



Part I. Item 2. Plan of operation
------          ------------------

                              MAX DEVELOPMENT, INC.
                              ---------------------
                          (A DEVELOPMENT STAGE COMPANY)

PLAN OF OPERATION
-----------------
The plan of the Company's  management,  for the next twelve months, is to search
for diamond  mining  prospects in South Africa to be identified by the Company's
contacts  located  in South  Africa.  Additionally,  the  Company is open to the
evaluation of mining investments located in the United States and has opened its
spectrum of possible investments and/or business  combinations to companies that
may be operating outside of the Company's original business plan.

At  September  30,  1999 the  Company  had one  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.

RESULTS OF OPERATIONS
---------------------
No income  producing  operations were conducted  during the most recent quarter.
Expenses,  since year-end  consisted of rent, legal,  accounting and audit fees,
transfer agent fees and general and administrative costs.

FINANCIAL CONDITION
-------------------
There have been no material changes to the Company's  financial condition during
the three months ended  September 30, 1999. The common stock offering  conducted
during the nine months ended September 30, 1999 has funded all development stage
activity.


PART II - OTHER INFORMATION
---------------------------
Items 1 through 5 - No response required.

Item 6 - Exhibits and reports on Form 8-K.

         (a)  Exhibits              27 - Financial Data Schedule.

         There were no reports on Form 8-K.



7

<PAGE>


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  months  and nine  months  ended
September 30, 1999 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:    October 15, 1999                  BY: /s/  David C. Olson
         ----------------                      ---------------------------------
                                                    David C. Olson
                                                    President




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