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: September 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
                                                 November 19, 2001

Transitional Small Business Disclosure Format (Check one): Yes [   ]  No [ X ]

                     This document is comprised of 9 pages.
1

<PAGE>



FORM 10-QSB
3RD QUARTER
                                      INDEX
                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

    Item 1.  Financial Statements

    Condensed balance sheet, September 30, 2001 (unaudited) .............     3

    Condensed statements of operations, three and nine months
       ended September 30, 2001 (unaudited) and 2000
       (unaudited), and April 23, 1998 (inception) through
       September 30, 2001 (unaudited)....................................     4

    Condensed statements of cash flows,  nine months ended
       September 30, 2001 (unaudited) and 2000 (unaudited),
       and April 23, 1998 (inception) through
       September 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)

                               September 30, 2001


                                     ASSETS

Cash ........................................................   $  1,356

Equipment, less accumulated depreciation of $548 ............        310
                                                                --------

                                                                $  1,666
                                                                ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
              Accounts payable and accrued liabilities ......   $    779
              Due to affiliate (Note B) .....................         33
                                                                --------
                                            Total liabilities        812
                                                                --------

Shareholders' equity:
              Preferred stock ...............................       --
              Common stock ..................................      1,161
              Additional paid-in capital ....................     90,904
              Deficit accumulated during development stage ..    (91,211)
                                                                --------
                                   Total shareholders' equity        854
                                                                --------

                                                                $  1,666
                                                                ========


            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            Nine Months Ended         (Inception)
                                                           September 30,                September 30,            through
                                                   ----------------------------  --------------------------     Sept. 30,
                                                      2001            2000           2001           2000           2001
                                                   -----------    -----------    -----------    -----------    -----------
<S>                                                <C>            <C>            <C>            <C>            <C>
Costs and expenses:
     Contributed rent (Note B) .................   $     3,000    $     3,000    $     9,000    $     9,000    $    30,000
     Professional fees .........................           985          3,000          4,652          6,513         33,935
     Travel ....................................          --            2,156           --            2,767          2,767
     Stock transfer fees .......................           229            250            770            613          4,284
     Stock-based compensation ..................          --             --             --             --              278
     Other general and administrative ..........           201            805            559          1,906          4,947
                                                   -----------    -----------    -----------    -----------    -----------
                                  Operating loss        (4,415)        (9,211)       (14,981)       (20,799)       (76,211)

Non-operating expense:
     Loss on write-down of investment ..........          --             --             --             --          (15,000)
                                                   -----------    -----------    -----------    -----------    -----------
                        Loss before income taxes        (4,415)        (9,211)       (14,981)       (20,799)       (91,211)

Income taxes (Note C) ..........................          --             --             --             --             --
                                                   -----------    -----------    -----------    -----------    -----------

                                        Net loss   $    (4,415)   $    (9,211)   $   (14,981)   $   (20,799)   $   (91,211)
                                                   ===========    ===========    ===========    ===========    ===========

Basic and diluted loss
     per common share                              $       *      $       *      $     (0.01)   $     (0.02)
                                                   ===========    ===========    ===========    ===========

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
                                                                  Nine Months Ended   (Inception)
                                                                    September 30,       through
                                                                --------------------    Sept. 30,
                                                                  2001        2000        2001
                                                                --------    --------    --------

<S>                                                             <C>         <C>         <C>

                        Net cash used in operating activities   $ (7,942)   $(22,713)   $(58,573)
                                                                --------    --------    --------

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 ..........................................     (7,942)    (22,713)      1,356
     Cash, beginning of period ..............................      9,298      29,258        --
                                                                --------    --------    --------

                                          Cash, end of period   $  1,356    $  6,545    $  1,356
                                                                ========    ========    ========

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 nine months ended  September  30,  2001.  Rent expense for the period
totaled $9,000.

In addition,  the Company owed the affiliate $33 for administrative  expenses at
September  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 nine months ended  September 30, 2001 resulting
in a deferred tax asset, which was fully allowed for; therefore, the net benefit
and expense resulted in $-0- income taxes.

Note D: Subsequent Event
        ----------------

On November 16, 2001,  the Company  acquired  ImageWorld  Media Inc.,  ("IMI") a
private company in a stock transaction ("the IMI Exchange Transaction") pursuant
to a Share Exchange  Agreement  whereby IMI shareholders  exchanged all of their
shares of common stock for 293,083  newly issued  shares of Series A Convertible
Preferred  Stock (the  "Preferred  Stock") and 8,190,850  newly issued shares of
common stock of the Company.  Each share of the Preferred  Stock is  convertible
into fifty (50) shares of common stock of the Company.

The IMI Exchange Transaction will be accounted for as a purchase. However, since
the shareholders of IMI own approximately  95% of the outstanding  voting shares
of the Company, they will be deemed to be the accounting acquiror and no step up
in basis will be reflected and no goodwill will be recorded by the Company. This
accounting  treatment is consistent with the view of the Securities and Exchange
Commission  that the  acquisition  by a public shell of a private  company for a
significant  number of shares  should be accounted  for at  historical  cost and
accounted for as a reverse merger.

6

<PAGE>


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

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

PLAN OF OPERATION
-----------------

On November 16, 2001,  the Company  acquired  ImageWorld  Media Inc.,  ("IMI") a
private company in a stock transaction.  IMI is an international  media company,
registered in the United States, specializing in the production and distribution
of various  media  content for  worldwide  distribution  across  multiple  media
platforms such as traditional television, film, and the Internet.

The  Company,  through  IMI,  plans to build the next  generation  entertainment
company;  utilizing a low cost digital broadcast  platform to feed Asia, and the
global  Asian  market via the  Asian-based  Image  network.  IMI is the  holding
company, which contains all existing assets of Interruption Television PTE, Ltd.
(ITPL).  ITV has been in business  since 1997  producing  content and  procuring
global  distribution for its programs.  In order, to dramatically  reduce costs,
the bulk of its  programming  and content  will be produced in Asia at the ITV's
Singapore facilities.

The Company plans to build a global media brand by:

o    Launching the Image Network,  an Asian-based  television  network,  feeding
     Asia and the Asian community throughout the rest of the world.
o    Building a low cost digital broadcast platform utilizing  advantages gained
     from our relationships with various satellite enterprises.
o    Acquiring  Direct-to-Home  (DTH)  license(s)  for India  (and  other  Asian
     nations) and utilizing our digital launch platform to launch DTH service.
o    Building a globally recognized media and entertainment brand.
o    Creating  a joint  venture to  distribute  Image  programming  in China and
     Chinese programming internationally.
o    Capitalize  on the  organization  and  worldwide  growth of the Indian film
     industry.

To accomplish  its goals,  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 media industry to be limited to partnering, joint ventures,
or similar such  arrangements  whereby the Company  joins with others having the
entertainment  content and distribution channels to deliver the content produced
by ITV. Even if the Company succeeds in obtaining the level of funding necessary
to acquire the content or production rights for certain programming, funds spent
to obtain these rights 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,  such opportunities may still not be enough to enable the
Company to realize a profit.

7

<PAGE>


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.



                              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 September 30, 2001, the Company had working  capital of $544,  including cash
of $1,356 and  liabilities  of $812.  Working  capital  at  September  30,  2001
decreased  by  $5,767  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 nine months ended  September 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:  November 19, 2001                        BY:   /s/ David C. Olson
       -----------------                              ------------------
                                                      David C. Olson
                                                      President

9