Maximum Dynamics, Inc. (Order Denying Withdrawal of Registration Statement Under the Securities Act of 1933)

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 8502 / November 5, 2004

In the Matter of

Maximum Dynamics, Inc.

Respondent.

Registration No. 333-116948

::::::::::

ORDER DENYING WITHDRAWAL OF REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

1. Maximum Dynamics, Inc. ("Maximum") filed a Form SB-2 registration statement with the Commission on June 29, 2004, and filed three amendments thereto on August 24, 2004, August 25, 2004, and September 1, 2004 (collectively, the "Registration Statement"). The Registration Statement is still pending. The Registration Statement was filed with respect to 38,832,489 shares of no par common stock of Maximum.

2. On October 22, 2004, and October 25, 2004, Maximum filed an application to withdraw its Registration Statement under Rule 477 of Regulation C of the Commission's General Rules and Regulations under the Securities Act of 1933 ("Securities Act"), 17 C.F.R. § 230.477.

3. On October 26, 2004, Maximum issued a press release relating to its application to withdraw its Registration Statement. Maximum's press release inaccurately represents that the withdrawal of its Registration Statement is already effective and makes misleading statements concerning the company's reasons for withdrawing the Registration Statement.

4. On October 28, 2004, the Commission's staff notified Maximum that it had concerns about the accuracy of the company's October 26th press release, including informing Maximum that the requested withdrawal of the Registration Statement was not yet effective. Notwithstanding the staff's concerns, Maximum has failed to issue a corrective press release or otherwise correct the false and misleading information contained in its October 26, 2004 press release.

5. On October 7, 2004, the Commission issued an order pursuant to Section 8(e) of the Securities Act authorizing the making of an examination to determine whether a stop order should be issued against the Registration Statement pursuant to Section 8(d) of the Securities Act.

6. After considering Maximum's application and the foregoing circumstances, the Commission has found that granting the withdrawal request would not be consistent with the public interest and the protection of investors. Accordingly, it is hereby:

ORDERED that Maximum's application to withdraw its registration statement on Form SB-2 filed on June 29, 2004, and its three amendments thereto on August 24, 2004, August 25, 2004, and September 1, 2004, is denied in accordance with Rule 477.

Jonathan G. Katz
Secretary