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 June 30, 2000                 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 S. Quebec Street, Suite 150, Englewood, Colorado                 80111
-----------------------------------------------------               ---------
     (Address of Principal Executive Office)                        (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 August 9, 2000

--------------------------------------------------------------------------------
                     This document is comprised of 8 pages.
--------------------------------------------------------------------------------


<PAGE>



FORM 10-QSB

2ND QUARTER


                                      INDEX


                                                                        Page
PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements *


     Condensed balance sheet, June 30, 2000 (Unaudited).................3

     Condensed statements of operations, three and six months
        ended June 30, 2000 and 1999 (Unaudited), and April 23,
        1998 (inception) through June 30, 2000 (Unaudited)..............4

     Condensed statements of cash flows, three and six months
        ended June 30, 2000 and 1999 (Unaudited), and April 23,
        1998 (inception) through June 30, 2000 (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)

                                  June 30, 2000

                                     ASSETS

CASH...................................................................$ 17,572

INVESTMENT, less allowance of $15,000..................................    -
EQUIPMENT, less accumulated depreciation of $191........................    667
                                                                       ---------

                                                                       $ 18,239
                                                                       =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable, related party (Note B)...............................$      8
Accounts payable and accrued liabilities, other........................     550
                                                                       ---------
                                                      TOTAL LIABILITIES     558
                                                                       ---------


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.............................................  74,743
Deficit accumulated during development stage........................... (59,384)
                                                                       ---------

                                             TOTAL SHAREHOLDERS' EQUITY  17,681
                                                                       ---------

                                                                       $ 18,239
                                                                       =========

            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               Six Months Ended             (Inception)
                                                June 30,                       June 30,                   through
                                        ---------------------------      -------------------------        June 30,
                                            2000           1999           2000           1999               2000
                                        -----------    ------------      -----------   -----------      -----------

COSTS AND EXPENSES

<S>                                     <C>            <C>               <C>           <C>              <C>
Rent....................................$    3,000     $    6,000        $   6,000     $    6,000       $   15,000
Professional fees.......................     1,435          7,000             3,513         7,000           23,748
Stock transfer fees.....................       150            870               363           870            1,901
Other...................................       358            237             1,712           275            3,735
                                        -----------    ------------      -----------   -----------      -----------
                        OPERATING LOSS      (4,943)       (14,107)         (11,588)       (14,145)         (44,384)

NON-OPERATING EXPENSE
Loss on write-down of
     investment.........................      -           (15,000)             -          (15,000)         (15,000)
                           LOSS BEFORE  -----------    ------------      -----------   -----------      -----------
                          INCOME TAXES      (4,943)       (29,107)          (11,588)      (29,145)         (59,384)

INCOME TAXES (Note C)...................     -               -                -              -                -
                                        -----------    ------------      -----------   -----------      -----------
                              NET LOSS  $   (4,943)    $  (29,107)       $  (11,588)   $  (29,145)      $  (59,384)
                                        ===========    ============      ===========   ===========      ===========
Basic and diluted loss
     per common share...................$     *        $     (0.01)      $    *        $    (0.01)
                                        ___________    ____________      ___________   ___________      ___________
Basic and diluted weighted
     average common shares
     outstanding........................ 2,322,000      2,258,333         2,322,000     2,129,167


</TABLE>

*  Less than $.01 per common share

            See accompanying notes to condensed financial statements

4

<PAGE>


<TABLE>
<CAPTION>

                              MAX DEVELOPMENT, INC.
                          (A Development Stage Company)

                       Condensed Statements of Cash Flows
                                   (Unaudited)


                                                                                                         April 23,
                                                                                                           1998
                                                                            Six Months Ended             (Inception)
                                                                                 June 30,                   through
                                                                         -------------------------        June 30,
                                                                             2000           1999               2000
                                                                         -----------   -----------      -----------


<S>                                                                      <C>           <C>              <C>
                                                    NET CASH (USED IN)
                                                 OPERATING ACTIVITIES    $  (11,686)   $  (14,415)      $  (42,357)
                                                                         -----------   -----------      -----------
INVESTING ACTIVITIES
Purchase of equipment....................................................      -             -                (858)
Purchase of investment...................................................      -          (15,000)         (15,000)
                                                                         -----------   -----------      -----------
                                                    NET CASH (USED IN)
                                                 INVESTING ACTIVITIES          -          (15,000)         (15,858)
                                                                         -----------   -----------      -----------
FINANCING ACTIVITIES
Proceeds from sale of common stock.......................................      -           80,500           83,000
Payments for offering costs..............................................      -           (6,000)          (7,213)
                                                                         -----------   -----------      -----------
                                                 NET CASH PROVIDED BY
                                                 FINANCING ACTIVITIES          -           74,500           75,787
                                                                         -----------   -----------      -----------

NET CHANGE IN CASH.......................................................   (11,686)       45,085           17,572
Cash, beginning of period................................................    29,258          -                -

CASH, END OF PERIOD......................................................$   17,572    $   45,085       $   17,572
                                                                         ===========   ===========      ===========

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)

                                  June 30, 2000

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,
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 and administrative services from an affiliate on
a  month-to-month  basis during the six months ended June 30, 2000.  The Company
paid the affiliate  $1,000 per month from January  through May 2000 for the rent
and services.  Effective June 1, 2000, the affiliate  began providing the office
space and services at no charge. The rent and services were valued at $1,000 for
June 2000 based on the previous payments.  The June 2000 rent is included in the
accompanying   statements  as  rent  expense  with  a  corresponding  credit  to
additional paid-in capital.

The Company owed the affiliate $8 for postage  expenses at June 30, 2000,  which
is included in the  accompanying  balance  sheet at  accounts  payable,  related
party.


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 ended March 31, 2000 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 June 30, 2000 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, printing and general and administrative costs.


FINANCIAL CONDITION
-------------------
There have been no material changes to the Company's  financial condition during
the six months ended June 30, 2000. The common stock offering  conducted  during
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 and six months  ended June 30, 2000
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 9, 2000                   BY:  /s/ David C. Olson
         --------------                        -----------------------
                                                   David C. Olson
                                                   President