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.
       ------------------------------------------------------------------
        (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
         --------------------------------------------------------------
                    (Address of principal executive offices)


                                 (720) 489-8873
              -----------------------------------------------------
              (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.

1

<PAGE>


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
<PAGE>


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
<PAGE>

<TABLE>
                              MAX DEVELOPMENT, INC.
                          (A Development Stage Company)

                       Condensed Statements of Operations
                                   (Unaudited)
<CAPTION>

                                                                                                            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:
<S>                                            <C>            <C>            <C>            <C>            <C>
     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
                                               ===========    ===========    ===========    ===========
</TABLE>


*  Less than $.01 per common share

            See accompanying notes to condensed financial statements
4
<PAGE>

<TABLE>
                              MAX DEVELOPMENT, INC.
                          (A Development Stage Company)

                       Condensed Statements of Cash Flows
                                   (Unaudited)
<CAPTION>


                                                                                           April 23,
                                                                                             1998
                                                                     Six Months Ended     (Inception)
                                                                         June 30,           through
                                                                   ---------------------    June 30,
                                                                     2001        2000         2001
                                                                   --------    --------    --------

<S>                                                                <C>         <C>         <C>
                        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 ..............................     $      -    $      -    $      -
                                                                   ========    ========    ========
</TABLE>

            See accompanying notes to condensed financial statements
5

<PAGE>

                              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.

6
<PAGE>


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


                              MAX DEVELOPMENT, INC.
                              ---------------------
                          (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.

7
<PAGE>

                              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
<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 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
9