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: March 31, 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 May 10, 2000


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


<PAGE>


FORM 10-QSB

1ST QUARTER

                                      INDEX

                                                                            Page

PART I - FINANCIAL INFORMATION

   Item 1.  Financial Statements *

   Condensed balance sheet, March 31, 2000 (Unaudited)........................3

   Condensed  statements  of  operations,  three  months  ended
      March 31, 2000 (Unaudited) and 1999 (Unaudited), and
      April 23, 1998 (inception) through March 31, 2000 (Unaudited)...........4

   Condensed  statements  of cash  flows,  three  months  ended
      March 31, 2000 (Unaudited) and 1999 (Unaudited), and
      April 23, 1998 (inception) through March 31, 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)

                                 March 31, 2000

                                     ASSETS

CASH.........................................................$ 24,585

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

EQUIPMENT, less accumulated depreciation of $119.............     739
                                                             ---------
                                                             $ 25,324
                                                             =========


                      LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
     Accounts payable and accrued liabilities................$  3,700
                                                             ---------
                                         TOTAL LIABILITIES      3,700
                                                             ---------

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..............................  73,743
     Deficit accumulated during development stage............ (54,441)
                                                             ---------
                                TOTAL SHAREHOLDERS' EQUITY     21,624
                                                             ---------

                                                             $ 25,324
                                                             =========


            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         (Inception)
                                                                   March 31,                through
                                                             -------------------------     March 31,
                                                               2000            1999          2000
                                                             ----------     ----------    ----------
<S>                                                          <C>            <C>           <C>
COSTS AND EXPENSES:
     Rent....................................................$   3,000      $    -        $  12,000
     Professional fees.......................................    2,078           -           22,313
     Stock transfer fees.....................................      213           -            1,751
     Other...................................................    1,354             38         3,377
                                                             ---------      ----------    ----------
                                            OPERATING LOSS      (6,645)           (38)      (39,441)

NON-OPERATING EXPENSE:
     Loss on write-down of
        investment...........................................     -              -          (15,000)
                                                             ---------      ----------    ----------
                                               LOSS BEFORE
                                              INCOME TAXES      (6,645)           (38)      (54,441)

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

                                                  NET LOSS   $  (6,645)     $     (38)    $ (54,441)
                                                             =========      ==========    ==========
Basic and diluted loss
     per common share........................................$    *         $    *
                                                             ---------      ----------
Basic and diluted weighted
     average common shares
     outstanding.............................................2,322,000      2,000,000
                                                             =========      ==========

</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
                                                               Three Months Ended         (Inception)
                                                                   March 31,                through
                                                             -------------------------     March 31,
                                                               2000            1999          2000
                                                             ----------     ----------    ----------
<S>                                                          <C>            <C>           <C>

                                        NET CASH (USED IN)
                                      OPERATING ACTIVITIES   $  (4,673)     $    -        $ (35,344)
                                                             ----------     ----------    ----------
INVESTING ACTIVITIES
     Purchase of equipment...................................     -              -             (858)
     Purchase of investment..................................     -              -          (15,000)
                                        NET CASH (USED IN)   ----------     ----------    ----------
                                      INVESTING ACTIVITIES        -              -          (15,858)
                                                             ----------     ----------    ----------
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...........................................   (4,673)          -           24,585
     Cash, beginning of period...............................   29,258           -             -
                                                             ----------     ----------    ----------
CASH, END OF PERIOD..........................................$  24,585      $    -        $  24,585
                                                             ==========     ==========    ==========

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)

                                 March 31, 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 from an affiliate  on a  month-to-month  basis
during the three  months  ended  March 31,  2000.  Rent  expense  for the period
totaled $3,000.


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 March 31, 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, travel and general and administrative costs.

FINANCIAL CONDITION
-------------------
There have been no material changes to the Company's  financial condition during
the three  months  ended March 31, 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  months and nine months ended March
31, 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:    May 10, 2000                    BY:   /s/ David Olson
         ------------                          ----------------
                                                   David C. Olson
                                                   President

8