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Maximum Dynamics Inc · PRE 14A · For 10/15/02

Filed On 10/15/02 3:35pm ET · SEC File 0-49954 · Accession Number 1163765-2-432

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

10/15/02  Maximum Dynamics Inc              PRE 14A    10/15/02    1:24                                     Neely Alia

Preliminary Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Solicitation Material               24    113K

Document Table of Contents

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SCHEDULE 14A
(Rule 14a-101)
 INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

    Proxy    Statement Pursuant to Section 14(a) of the Securities
 Exchange Act of 1934 (Amendment No. ____)

 Filed by the Registrant |X|
Filed by a Party other than the Registrant

Check the appropriate box:                                                      
|X|  Preliminary Proxy Statement   | |  Confidential, For Use of the Commission 
                                         Only (as permitted by Rule 14a-6(e)(2))
| |  Definitive Proxy Statement                                                 
Definitive Additional Materials                                       

Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12

MAXIMUM DYNAMICS, INC.

(Name of Registrant as Specified In Its Charter)

(Name      of Person(s) Filing Proxy Statement, if Other Than the       
            Registrant) Payment of Filing Fee (Check the appropriate box):
 |X| No Fee Required
Fee computed on table below per Exchange Act Rules 14(a)6(i)(1) and 011. (1)    
Title of each class of securities to which investment applies:                  

(2) Aggregate number of securities to which investment applies:                 

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 011: (set forth the amount on which the filing fee is         
calculated and state how it was determined):  Purchase price of assets to be    
acquired.                                                                       

(4) Proposed maximum aggregate value of transaction:  $100,000.00               

(5) Total fee paid:  $20.00                                                     

Fee paid previously with preliminary materials.                                 

Check box if any part of the fee is offset as provided by Exchange Act Rule     
011(a)(2) and identify the filing for which the offsetting fee was paid         
previously. Identify the previous filing by registration statement number, or   
the Form or Schedule and the date of its filing.                                

(1) Amount Previously Paid:                                                     

(2) Form, Schedule or Registration Statement No.:                               

(3) Filing Party:                                                               

(4) Date Filed:                                                                 

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MAXIMUM DYNAMICS, INC.                                                          
2 N. Cascade Avenue, Ste 1100                                                   
Colorado Springs, CO 80903                                                      

     October ___, 2002

DEAR FELLOW STOCKHOLDER:                                                        

    On behalf of the Board of Directors, I am pleased to invite you to
attend a special meeting of stockholders of Maximum Dynamics, Inc., to be held  
on November ___, 2002, at 11:00 a.m., local time, at the executive offices of   
Maximum Dynamics, Inc., 2 N. Cascade Avenue, Ste 1100, Colorado Springs, CO     
80903. The Notice of Special Meeting, Proxy Statement and form of proxy are     
enclosed with this letter.                                                      

       The matters expected to be acted upon at the meeting are described in
detail in the following Notice of Special Meeting and Proxy Statement.          

        I am delighted you have chosen to invest in Maximum Dynamics, Inc. and
hope that, whether or not you plan to attend the special meeting, you will vote 
as soon as possible by completing, signing and returning the enclosed proxy card
in the envelope provided. Your vote is important. Voting by written proxy will  
ensure your representation at the special meeting if you do not attend in       
person.                                                                         

I look forward to seeing you at the special meeting.          

                                           Very truly yours,

                                            /s/ ERIC R. MAJORS
                                        ERIC R. MAJORS
                                                 Chief Executive Officer

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MAXIMUM DYNAMICS, INC.
 2 N. CASCADE AVENUE, STE 1100
Colorado Springs, Colorado 80903
 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

  To Be Held On November ___, 2002

TO THE STOCKHOLDERS:                                                            

    NOTICE IS HEREBY GIVEN that the special meeting of stockholders of Maximum
Dynamics, Inc, a Colorado corporation, will be held on November ___, 2002, at   
11:00 a.m., local time, at our executive offices, 2 N. Cascade Avenue, Suite    
1100, Colorado Springs, CO 80903, to vote on the following proposals:           

1. To approve proposed amendments to our Articles of Incorporation, a copy of   
which is attached hereto as Exhibit A, to effect the following:                 

o    increase our authorized Common Stock from 20,000,000 shares to   
200,000,000 shares no par value per share;                  

o    increase our authorized Preferred Stock from 5,000,000 shares to 
20,000,000 shares no par value per share;                   

o    authorize the Board of Directors to establish the preferences,   
  limitations and relative rights of our Preferred Stock without
obtaining stockholder approval.                             

2. To approve the purchase of the assets of Barrington Gap, Inc., pursuant to   
the Agreement dated October 8, 2002 attached hereto as Exhibit B.               

3. To act upon such other matters and transact such other business as may       
properly come before the special meeting or any adjournments or postponements   
thereof.                                                                        

The Board of Directors has fixed the close of business on October 10, 2002 as   
the record date for determining the stockholders entitled to receive notice of  
and to vote, either in person or by proxy, at the special meeting and at any and
all adjournments or postponements thereof. To vote your shares, please sign,    
date and complete the enclosed proxy and mail it promptly in the enclosed,      
postage-paid return envelope.                                                   

PLEASE NOTE THAT THE COMPANY'S CONTROLLING STOCKHOLDERS HAVE INFORMED THE       
COMPANY THAT THEY WILL BE VOTING "FOR" PROPOSALS 1 AND 2 ABOVE. THE NUMBER OF   
VOTES HELD BY THE CONTROLLING STOCKHOLDERS ARE SUFFICIENT TO SATISFY THE        
STOCKHOLDER VOTE REQUIREMENT FOR BOTH OF THE PROPOSALS AND NO ADDITIONAL VOTES  
WILL CONSEQUENTLY BE NEEDED TO APPROVE EITHER OF THE PROPOSALS.                 

                                       By Order of the Board of Directors:

                  /s/Eric Majors
               ERIC MAJORS
                           Chief Executive Officer

Colorado Springs, CO  80903                                                     
October ___, 2002                                                               

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 -----------------
 PROXY STATEMENT
 -----------------

  This Proxy Statement is furnished to the stockholders of Maximum
Dynamics, Inc. ("Maximum" or the "Corporation") in connection with the          
solicitation on behalf of our Board of Directors of proxies to be voted at the  
Special Meeting of Stockholders of Maximum (together with any adjournments or   
postponements thereof, the "Special Meeting"). The Special Meeting will be held 
on November ___, 2002 at 11:00 a.m., local time, at our executive offices, which
are located at 2 N. Cascade Avenue, Suite 1100, Colorado Springs, CO 80903.     

        This Proxy Statement and the accompanying proxy card were first mailed
to our stockholders on or about October ___, 2002.                              

      All shares represented by properly executed proxies will be voted in
accordance with directions on the proxies. If no direction is indicated, the    
shares will be voted at the Special Meeting FOR the amendments to the Articles  
of Incorporation to increase the authorized common stock, increase the          
authorized preferred stock and authorize the Board of Directors to establish the
preferences, limitations and relative rights of our preferred stock without     
obtaining stockholder approval. A stockholder executing and returning a proxy   
may revoke it at any time before it is exercised by written notice to the       
Secretary of Maximum or by voting in person at the Special Meeting.             

   The Board of Directors does not know of any matters to be brought
before the Special Meeting other than the items set forth in the accompanying   
Notice of Special Meeting of Stockholders. The enclosed proxy confers           
discretionary authority to the persons appointed by the Board of Directors to   
vote on any other matter that is properly presented for action at the Special   
Meeting.                                                                        

        The cost of solicitation of proxies by the Board of Directors is to be
borne by Maximum. In addition to the use of the mails, proxies may be solicited 
by telephone and telecopier transmission by our directors, officers and         
employees. Arrangements may also be made with brokerage houses and other        
custodians, nominees and fiduciaries for the forwarding of solicitation material
to the beneficial owners of stock held of record by such persons, and we may    
reimburse such custodians, nominees and fiduciaries for reasonable out-of-pocket
expenses incurred by them in connection with the solicitation.                  

PLEASE NOTE THAT THE COMPANY'S CONTROLLING STOCKHOLDERS HAVE INFORMED THE       
COMPANY THAT THEY WILL BE VOTING "FOR" PROPOSALS 1 AND 2 ABOVE. THE NUMBER OF   
VOTES HELD BY THE CONTROLLING STOCKHOLDERS ARE SUFFICIENT TO SATISFY THE        
STOCKHOLDER VOTE REQUIREMENT FOR BOTH OF THE PROPOSALS AND NO ADDITIONAL VOTES  
WILL CONSEQUENTLY BE NEEDED TO APPROVE EITHER OF THE PROPOSALS.                 

YOU ARE HEREBY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS TO COMPLETE, SIGN, 
DATE AND RETURN THE PROXY IN THE ACCOMPANYING ENVELOPE, WHICH IS POSTAGE-PAID IF
MAILED IN THE UNITED STATES.                                                    

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 ABOUT THE MEETING

What is the purpose of the Special Meeting?                                     

         At our Special Meeting, stockholders will act upon the matters outlined
in the Notice of Special Meeting of Stockholders on the cover page of this proxy
statement, including the proposed amendments to our Articles of Incorporation.  
In addition, management will respond to appropriate questions from stockholders.

Who is entitled to vote at the meeting?                                         

       Only stockholders of record of shares of Common Stock at the close of
business on October 10, 2002 (the "Record Date") will be entitled to vote at the
Special Meeting. On the Record Date, 9,550,000 shares of Common Stock were      
issued and outstanding. These shares of Common Stock were the only outstanding  
voting securities of Maximum. If you were a stockholder of record of shares of  
Common Stock on that date, you will be entitled to vote all of the shares that  
you held on that date at the Special Meeting.                                   

What are the voting rights of the holders of our Common Stock?                  

     Each share of Common Stock is entitled to one vote on each proposal
submitted to stockholders. Stockholders of record may vote on a matter by       
marking the appropriate box on the proxy.                                       

Who can attend the Special Meeting?                                             

Any stockholder of record may attend the Special Meeting.     

What constitutes a quorum?                                                      

       A majority of the outstanding shares of our Common Stock, represented
in person or by proxy, shall constitute a quorum for the transaction of business
at the Special Meeting. As of the Record Date, 9,550,000 shares of our Common   
Stock were outstanding. Thus, the presence, in person or by proxy, of the       
stockholders of Common Stock representing at least 4,775,001 votes will be      
required to establish a quorum. Action on all matters scheduled to come before  
the Special Meeting, including the amendments to our Articles of Incorporation, 
will be authorized by the affirmative vote of the majority of shares present at 
the Special Meeting and entitled to vote on such matters. Abstentions will be   
treated as shares that are present and entitled to vote for purposes of         
determining the presence of a quorum but as unvoted for purposes of determining 
the approval of any matter submitted to the stockholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as to      
certain shares to vote on a particular matter, those shares will not be         
considered as present and entitled to vote with respect to that matter.         

How do I vote?                                                                  

   If you complete and properly sign the accompanying proxy card and
return it to Maximum, it will be voted as you direct. If you are a stockholder  
of record and attend the Special Meeting, you may deliver your completed proxy  
card in person. "Street name" stockholders who wish to vote at the Special      
Meeting will need to obtain a proxy form from the institution that holds their  
shares.                                                                         

Can I change my vote after I return my proxy card?                              

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         Yes. Even after you have submitted your proxy card, you may change your
vote at any time before the proxy is exercised by filing with the Secretary of  
Maximum either a notice of revocation or a duly executed proxy bearing a later  
date. The powers of the proxy holders will be suspended if you attend the       
Special Meeting in person and so request, although attendance at the Special    
Meeting will not by itself revoke a previously granted proxy.                   

What are the recommendations of the Board of Directors?                         

    Unless you give other instructions on your proxy card, the persons
named as proxy holders on the proxy card will vote in accordance with the       
recommendations of the Board of Directors. The recommendation of the Board of   
Directors is set forth with the description of each item in this proxy          
statement. In summary, the Board of Directors recommends a vote in favor of the 
amendments to the Articles of Incorporation of Maximum, and makes not           
recommendation as to the adoption of the Agreement to acquire the assets of     
Barrington Gap, Inc. , all as described in detail in this Proxy Statement.      

         With respect to any other matter that properly comes before the Special
Meeting, the proxy holders will vote as recommended by the Board of Directors,  
or, if no recommendation is given, in their own discretion.                     

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS                 

Some statements in this Proxy Statement contain certain       
"forward-looking" statements of management of Maximum. Forward-looking          
statements are statements that estimate the happening of future events are not  
based on historical fact. Forward-looking statements may be identified by the   
use of forward-looking terminology, such as "may", "shall", "will", "could",    
"expect", "estimate", "anticipate", "predict", "probable", "possible", "should",
"continue", or similar terms, variations of those terms or the negative of those
terms. The forward-looking statements specified in the following information    
have been compiled by our management on the basis of assumptions made by        
management and considered by management to be reasonable. Our future operating  
results, however, are impossible to predict and no representation, guaranty, or 
warranty is to be inferred from those forward-looking statements.               

     The assumptions used for purposes of the forward-looking statements
specified in the following information represent estimates of future events and 
are subject to uncertainty as to possible changes in economic, legislative,     
industry, and other circumstances. As a result, the identification and          
interpretation of data and other information and their use in developing and    
selecting assumptions from and among reasonable alternatives require the        
exercise of judgment. To the extent that the assumed events do not occur, the   
outcome may vary substantially from anticipated or projected results, and,      
accordingly, no opinion is expressed on the achievability of those              
forward-looking statements. We cannot guaranty that any of the assumptions      
relating to the forward-looking statements specified in the following           
information are accurate, and we assume no obligation to update any such        
forward-looking statements.                                                     

PLEASE NOTE THAT THE COMPANY'S CONTROLLING STOCKHOLDERS HAVE INFORMED THE       
COMPANY THAT THEY WILL BE VOTING "FOR" PROPOSALS 1 AND 2 ABOVE. THE NUMBER OF   
VOTES HELD BY THE CONTROLLING STOCKHOLDERS ARE SUFFICIENT TO SATISFY THE        
STOCKHOLDER VOTE REQUIREMENT FOR BOTH OF THE PROPOSALS AND NO ADDITIONAL VOTES  
WILL CONSEQUENTLY BE NEEDED TO APPROVE EITHER OF THE PROPOSALS.                 

PROPOSAL 1                                                                      

AMENDMENTS TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK, INCREASE THE NUMBER OF AUTHORIZED SHARES OF PREFERRED   
STOCK, AND AUTHORIZE THE BOARD OF DIRECTORS TO ESTABLISH THE PREFERENCES,       
LIMITATIONS AND RELATIVE RIGHTS OF OUR PREFERRED STOCK WITHOUT OBTAINING        
STOCKHOLDER APPROVAL.                                                           

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THE BOARD OF DIRECTORS OF MAXIMUM RECOMMENDS THAT HOLDERS OF COMMON STOCK VOTE  
"FOR" THE APPROVAL OF AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON  
STOCK AND PREFERRED STOCK                                                       

On September 30, 2002, our Board of Directors approved, subject to stockholder  
approval, an Amendment to our Articles of Incorporation to authorize an increase
from 20,000,000 shares of authorized Common Stock to 200,000,000 shares of      
authorized Common Stock, no par value per share, to increase the number of      
authorized shares of Preferred Stock no par value per share from 5,000,000 to   
20,000,000 and to grant the Board of Directors the power to establish the       
preferences, limitations and relative rights of the Preferred Stock. We propose 
to amend Article III, Section 2 of our Articles of Incorporation to read as set 
forth below in this Proxy Statement:                                            

"The total number of Authorized shares are two hundred twenty million           
(220,000,000) consisting of 200,000,000 Shares of Type A and 20,000,000 Shares  
of Type B. Type B Shares will have such preferences, limitations and relative   
rights as the Board of Directors may establish."                                

CONSEQUENCES OF APPROVAL OF AMENDMENTS TO THE ARTICLES OF INCORPORATION         

   If the amendment to our Articles of Incorporation to increase the
authorized shares of our capital stock to two hundred million (200,000,000)     
shares of Common Stock and twenty million (20,000,000) shares of Preferred      
Stock, and to authorize the Board of Directors to establish the preferences,    
limitations and relative rights of our Preferred Stock without obtaining        
Stockholder consent is approved, the Board of Directors may designate the       
preferences, limitations and relative rights of such stock.                     

     The affirmative vote of a majority of the outstanding shares of our
Common Stock at the Special Meeting, whether in person or by proxy, is required 
to approve these amendments to the Articles of Incorporation.                   

      The Board of Directors recommends that the stockholders vote FOR the
amendments to the Articles of Incorporation to increase the number of shares of 
authorized Common Stock, to increase the number of shares of authorized         
Preferred Stock, and to authorize the Board of Directors to establish the       
preferences, limitations and relative rights of our Preferred Stock without     
obtaining stockholder approval. Proxies solicited by the Board of Directors will
be voted for these amendments to the Articles of Incorporation unless           
stockholders specify in their proxies a contrary choice.                        

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PROPOSAL 2                                                                      

APPROVAL OF THE AGREEMENT TO ACQUIRE ALL THE ASSETS OF BARRINGTON GAP, INC., IN 
EXCHANGE FOR STOCK AND OTHER CONSIDERATION.                                     

THE BOARD OF DIRECTORS OF MAXIMUM MAKES NO RECOMMENDATION TO HOLDERS OF COMMON  
STOCK AS TO THE APPROVAL OF THE AGREEMENT TO ACQUIRE THE ASSETS OF BARRINGTON   
GAP, INC.                                                                       

   On October 8, 2002 Maximum's Board of Directors approved an Asset
Purchase Agreement (the "Agreement") to acquire the assets of Barrington Gap,   
Inc., pursuant to the Agreement attached hereto as Exhibit B. The Agreement     
provides for a transaction (the "Purchase") whereby Maximum will deliver to     
Barrington Gap, Inc. consideration in an aggregate amount of $100,000.00, which 
will consist of the following:                                                  

Maximum will write off the $47,000.00 in accounts receivable that Barrington    
Gap, Inc. owes Maximum; and the remaining $53,000 will be payable by 1,060,000  
shares of Maximum's Common Stock priced at $0.05 per share. The 1,060,000 shares
of our common stock that we will issue will represent approximately 9.99% of the
shares of our common stock then outstanding. Maximum and Barrington Gap, Inc.   
have determined that such an arrangement between the two represents an          
opportunity for both our companies to achieve long-term strategic and financial 
benefits.                                                                       

The following are answers to some of the questions about the Purchase that you, 
as one of our stockholders, may have. We urge you to read this Proxy Statement, 
including the Purchase Agreement, carefully because the information in this     
section is not complete.                                                        

Has the Board of Directors Approved the Purchase?                               

Yes. On October 8, 2002 our directors approved the Purchase Agreement and all of
the transactions and developments contemplated.                                 

Why is Maximum purchasing the assets of Barrington Gap, Inc.?                   

In December 2001, our first customer, Barrington Gap, Inc., agreed to a 10-month
contract worth $75,000 in exchange for use of our software. Of that amount,     
approximately $47,000 remains as an amount represented accounts payable to us by
Barrington Gap., Inc. Rather than continue under the terms of the December 2001 
contract, Maximum and Barrington Gap, Inc., Maximum agreed to acquire all the   
assets of Barrington Gap, Inc., in exchange for 1,060,000 shares of our common  
stock at $.05 per share and for writing off that $47,000 amount owed. These     
assets consist of various software and service contracts, more particularly     
described in the Agreement, attached as Exhibit B. There is no current          
relationship between Maximum and Barrington Gap, Inc., although Eric Majors, our
chief executive officer, was the former vice president of Barrington Gap, Inc.  

We believe that the acquisition of Barrington Gap, Inc.'s assets, including a   
variety of software and a number of service and maintenance contracts will prove
beneficial to us in that we will improve our ability to conduct operations.     

How will the Purchase work?                                                     

The Purchase will be a very simple, straight-forward transaction. We will       
acquire all of the assets in Barrington Gap, Inc., valued at $100,000, which    
will be acquired in exchange 1,060,000 shares of our common stock priced at $.05
per share, and for writing off the accounts receivable in the amount of $47,000.

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Do I have the right to vote on the Purchase?                                    

Yes, you do. That is one of the purposes of this proxy statement. We are        
soliciting your vote in favor of the Purchase. Your vote is required because the
accounts receivable to be written off in this transaction is equivalent to the  
sale of a substantial portion of our assets.                                    

Will my vote have any effect on the outcome?                                    

No, it will not. Our officers, directors and controlling stockholders hold      
enough votes to approve all of the proposals and they has informed us that they 
will be voting their shares in favor of all the proposals discussed herein.     

How many shares will I have after the Purchase?                                 

The number of shares you own will remain the same. Nonetheless, your ownership  
percentage will be diluted. We are issuing 1,060,000 shares of our common stock 
in the Purchase, and the total number of shares of our common stock issued and  
outstanding will therefore increase to 10,610,000 from the current 9,550,000.   

When do you expect the Purchase to be completed?                                

We hope to complete the Purchase as soon as possible, assuming that all of the  
conditions to the closing of the Purchase as set forth in the Agreement are     
either waived or completed to the satisfaction of the parties.                  

Do I have any dissenters' rights?                                               

Pursuant to Colorado Business Corporation Act section 7-113-102, shareholders   
are entitled to dissent and demand payment of fair value for their shares. We   
will provide to any shareholder seeking to dissent all of the necessary         
documents required for that purpose upon request to us at 2 N. Cascade Avenue,  
Suite 1100, Colorado Springs, CO 80903. Article 113 of the Colorado Business    
Corporation Act is attached as Exhibit C.                                       

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the
beneficial ownership of our Common Stock owned, as of October 11, 2002, by:     

o        the holders of more than 5% of our Common Stock;                       

o        each of our directors;                                                 

o        our executive officers; and                                            

o        all directors and executive officers of our company as a group.        

        As of October 11, 2002, an aggregate of 9,550,000 shares of our Common
Stock were issued and outstanding. As of this same date, there were no options  
or warrants to acquire our Common Stock issued.                                 

                                                        [Enlarge/Download Table]

                                                                                                                            
======================= ====================================== =========================================== =================
    Title of Class               Name and Address of                      Amount and Nature of             Percent of Class 
                                  Beneficial Owner                          Beneficial Owner                                
----------------------- -------------------------------------- ------------------------------------------- -----------------
                        Eric Majors                                         2,500,000 shares                                
Common Stock            P.O. Box 7812                                   chief executive officer,                26.18%      
                        Colorado Springs, CO 80933                  chief financial officer, director                       
----------------------- -------------------------------------- ------------------------------------------- -----------------
                        Rodney Ramsay                                                                                       
Common Stock            1437 N. Nevada Ave., #3                             1,500,000 shares                    15.71%      
                        Colorado Springs, CO  80907                       president, director                               
----------------------- -------------------------------------- ------------------------------------------- -----------------
                        Nathan Enger                                                                                        
Common Stock            8416 Old Exchange Drive                             1,000,000 shares                    10.47%      
                        Colorado Springs, CO 80920                      vice president, director                            
----------------------- -------------------------------------- ------------------------------------------- -----------------
                        Europa Global, Inc.(1)                                                                              
Common Stock            102 S. Tejon Street, Ste 1100                       2,000,000 shares                    20.94%      
                        Colorado Springs, CO  80903                                                                         
----------------------- -------------------------------------- ------------------------------------------- -----------------
                        Ernesto Angel                                                                                       
Common Stock            12549 McKenzie Ct.                                   625,000 shares                     6.54%       
                        Colorado Springs, CO 80020                                                                          
----------------------- -------------------------------------- ------------------------------------------- -----------------
                        Jesus Romero                                                                                        
Common Stock            621 W. Colorado Ave.                                 550,000 shares                     5.76%       
                        Colorado Springs, CO 80905                                                                          
----------------------- -------------------------------------- ------------------------------------------- -----------------

Common Stock            All Officers & Directors                            5,000,000 shares                    52.36%      
                        as a group                                                                                          
======================= ====================================== =========================================== =================

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(1)      Ernesto Angel is the sole officer, director and shareholder of Europa  
Global, Inc.                                                                    

(2) Beneficial ownership has been determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934. Unless otherwise noted, we believe that all
persons named in the table have sole voting and investment power with respect to
all shares of our Common Stock beneficially owned by them.                      

 FINANCIAL AND OTHER INFORMATION

Plan of Operation                                                               
------------------                                                              

We have generated $28,000 in revenues since our inception on August 23, 2000. On
December 15, 2001 our first customer, Barrington Gap, Inc., agreed to a 10-month
contract worth $75,000 and began utilizing the software. Parts of the web based 
software package, such as the contact database management system, have already  
been in use for several months by potential customers who are testing the       
system's capabilities. To date, the software has received favorable reviews by  
several international fund managers, investment advisors and US based companies.
We have also received inquiries from a US$110 million fund out of Hong Kong as  
well as from a Canadian branch of Pricewaterhouse Coopers (PWC). There can be no
assurance that these inquiries will result in any future revenues.              

On August 30, 2002, we finished the development of the Alpha versions of our    
proprietary financial software system, Datalus. We are currently preparing the  
software for commercialization and making minor modifications to style and      
design. We anticipate that the software should be ready for commercialization by
November 30, 2002.                                                              

Once commercialization begins, we will begin aggressively marketing to fund     
managers and registered investment advisors. Throughout the development stage,  
we have been compiling a list of potential customers based on inquiries or      
potential customers with whom our management had discussed the capabilities of  
Datalus. We have also been conducting informal surveys with fund managers and   
investment advisors to determine the critical functions they need a hedge fund  
administration application to have. All of the contacts on this list represent  
potential customers and will be the first group we market our product to. There 
can be no assurance, however, that any of these potential customers will in fact
become paying customers.                                                        

Working off of the list of potential customers that we currently have, we hope  
to procure five customer agreements by December 31, 2002. However, in order to  
keep cash expenses down, we are only projecting to have two customers by        
December 31, 2002. We wish to remind investors that there can be no assurance   
that we will meet these projections or secure any customers at all.             

We do not anticipate that there will be any significant changes in the number of
employees or expenditures for software development, hedge fund administration   
service costs, or equipment from what we currently have. There can be no        
assurance, however, that conditions will not change forcing us to make changes  
to any of our plan of operations or business strategies.                        

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ADDITIONAL INFORMATION

         Maximum will furnish without charge to any stockholder, upon written or
oral request, any documents filed by Maximum pursuant to the Securities Exchange
Act. Requests for such documents should be addressed to Maximum Dynamics, Inc., 
2 North Cascade Avenue, Suite 1100, Colorado Springs, CO 80903. Documents filed 
by Maximum Dynamics pursuant to the Securities Exchange Act may be reviewed     
and/or obtained through the Securities and Exchange Commission's Electronic Data
Gathering Analysis and Retrieval System, which is publicly available through the
Securities and Exchange Commission's web site (http://www.sec.gov).             

 OTHER MATTERS

         The Board of Directors knows of no business which will be presented for
consideration at the Special Meeting other than that shown above. However, if   
any business shall properly come before the Special Meeting, the persons named  
in the enclosed proxy or their substitutes will vote the proxy in respect of any
such business in accordance with their best judgment pursuant to the            
discretionary authority conferred thereby.                                      

October ___, 2002                                                               

------------------------------------------------------------------------------
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN
 IT IN THE ENCLOSED ADDRESSED ENVELOPE, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES.
------------------------------------------------------------------------------

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MAXIMUM DYNAMICS
 PROXY SOLICITED BY THE BOARD OF DIRECTORS
Special Meeting of Stockholders November ___, 2002
 -------------------------------------------------------------------------------

The undersigned stockholder of MAXIMUM DYNAMICS, INC. ("Maximum"), revoking all 
previous proxies, hereby constitutes and appoints Eric R. Majors and Nathan     
Enger, and each of them acting individually, as the agents and proxies of the   
undersigned, with full power of substitution in each, for and in the name and   
stead of the undersigned, to attend the Special Meeting of Stockholders of      
Maximum Dynamics to be held on November ___, 2002 at 11:00 A.M., local time, at 
Maximum's executive offices, 2 N. Cascade Avenue, Suite 1100, Colorado Springs, 
Colorado 80903, and to vote all shares of Common Stock of Maximum which the     
undersigned would be entitled to vote if personally present at the Special      
Meeting, and at any adjournment or postponement thereof; provided, that said    
proxies are authorized and directed to vote as indicated with respect to the    
matters set forth on the reverse side hereof:                                   

This Proxy will be voted in the manner directed herein by the undersigned       
stockholder(s). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" ALL    
AMENDMENTS TO MAXIMUM'S ARTICLES OF INCORPORATION. This Proxy also delegates    
discretionary authority to vote with respect to any other business which may    
properly come before the Special Meeting or any adjournment or postponement     
thereof.                                                                        

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE SPECIAL MEETING
AND THE PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH. The undersigned also 
hereby ratifies all that the said agents and proxies may do by virtue hereof and
hereby confirms that this Proxy shall be valid and may be voted whether or not  
the stockholder's name is signed as set forth below or a seal is affixed or the 
description, authority or capacity of the person signing is given or other      
defect of signature exists.                                                     

1. To approve proposed amendments to the Company's Articles of Incorporation, a 
copy of which is attached hereto as Exhibit A, to effect the following:         

o    increase our authorized Common Stock from 20,000,000 shares to   
200,000,000 shares;                                         

o    increase our authorized Preferred Stock from 5,000,000 shares to 
20,000,000 shares $0.001 par value per share;               

o    authorize the Board of Directors to establish the preferences,   
  limitations and relative rights of our Preferred Stock without
obtaining stockholder approval.                             

|_|  FOR         |_|  AGAINST          |_|  ABSTAIN       

2.  To approve the purchase of the assets of Barrington Gap, Inc., pursuant to  
the agreement attached as Exhibit B.                                            

In their discretion, the proxies will vote on such other business as may        
properly come before the 2002 Special Meeting.                                  

|_| Please check here if you plan to attend the Special Meeting in person.      

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NOTE: PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED       
ENVELOPE. Please sign this Proxy exactly as name(s) appear in address below.    
When signing as attorney-in-fact, executor, administrator, trustee or guardian, 
please add your title as such. Corporations please sign with full corporate name
by a duly authorized officer and affix the corporate seal.                      

-------------------------------------                                           
Signature(s)                     Date                                           

=============================================================================== 
EXHIBIT A                                                               

Articles of Amendment to
 Articles of Incorporation
Of
 Maximum Dynamics, Inc.,
a Colorado corporation

The undersigned corporation, pursuant to ss. 7-110-106, Colorado Business       
Corporation Act, delivers these Articles of Amendment to its Articles of        
Incorporation to the Colorado Secretary of State for filing, and states as      
follows:                                                                        

1.   The name of the corporation is: Maximum Dynamics, Inc.                     
                ----------------------

2.   The following amendment to the Articles of Incorporation was adopted on    
September 30, 2002:                                                   

3.   The text of the amendment adopted is as follows:                           

 ARTICLE III
 SHARES ISSUED

SECTION 2. The total number of Authorized shares are two hundred twenty million 
(220,000,000) consisting of 200,000,000 Shares of Type A and 20,000,000 Shares  
of Type B. Type B Shares will have such preferences, limitations and relative   
rights as the Board of Directors may establish.                                 

4.   That the Board of Directors of Maximum Dynamics, Inc. has approved a       
   proposal duly amending the Articles of Incorporation of said corporation.
 Such amendment was adopted by a vote of the shareholders. The number of
shares voted for the amendment was sufficient for approval.           

       IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed and attested by its duly authorized officers, this 30th day of September 
2002.                                                                           

/s/ Eric Majors                                                                 
-----------------------------------                                             
Eric Majors                                                                     
Chief Executive Officer and                                                     
Chief Financial Officer                                                         

/s/ Rodney Ramsay                                                               
-----------------------------------                                             
Rodney Ramsay                                                                   
President                                                                       

/s/ Nathan Enger                                                                
-----------------------------------                                             
Nathan Enger                                                                    
Vice-President                                                                  

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EXHIBIT B                                                                       

ASSET PURCHASE AGREEMENT
------------------------------------------------------------------------------- 

This ASSET PURCHASE AGREEMENT (the "AGREEMENT"), dated as of the 8th day of     
October, 2002, by and between Barrington Gap, Inc. ("Seller"), whose address is 
2 N. Cascade Avenue, Suite 1100, Colorado Springs, CO 80903, and Maximum        
Dynamics, Inc. (Buyer), a Colorado corporation whose address is 2 N. Cascade    
Avenue, Suite 1100, Colorado Springs, CO 80903.                                 

RECITALS                                                                        
--------                                                                        

    A. Seller is engaged in the development of Internet marketing software
and providing Internet marketingservices to companies.      

       B. Seller wishes to sell to Buyer and Buyer wishes to buy from Seller the
      Internet marketing software, sales force and prospecting software,
         maintenance contracts and software development for three (3) Internet
       Service Providers (ISPs), customer contracts, partnership agreement
     with technology development center in South Africa (Tech Center),
         partnership agreement with call center in South Africa (Call Center),
         and proprietary knowledge of Seller (as defined below "Assets"), upon
the terms and conditions of this Agreement (the "PURCHASE").

NOW, THEREFORE, the parties hereby agree as follows:                            

1. PURCHASE OF ASSETS.                                                          
      A. Seller hereby sells, transfers and assigns to Buyer (the "TRANSFER"),
         and Buyer hereby purchases and accepts from Seller, in each case free
          and clear of all Liens (as defined below), Seller's Internet marketing
         software, sales force and prospecting software, maintenance contracts
     and software development for three (3) Internet Service Providers
       (ISPs), customer contracts, a partnership agreement with technology
   development center in South Africa (Tech Center), a partnership
 agreement with call center in South Africa (Call Center), and
         proprietary knowledge, which are used in connection with or otherwise
      relate to the Seller's Business (the "ASSETS"), including, without
limitation:                                                 
       i.   Internet marketing software that is composed of three distinct
               functions: opt-in email marketing, search engine optimization and
customer inquiry automation;                      
       ii.  Sales force and prospecting software that allows marketing and
          web data that is captured from a website to be inputted into
designated databases and/or customer accounts;    
     iii. maintenance contracts and software development for three (3)
Internet Service Providers (ISPs);                
iv.  Customer contracts and customer prospect list;         
          v.   Partnership agreement with technology development center in South
       Africa (Tech Center) where software development and other
engineering projects can be managed;              
     vi.  Partnership agreement with call center in South Africa (Call
               Center) where both inbound and outbound calls can be received and
made;                                             
vii. and other proprietary knowledge;                       

B. The sale of said Assets is subject to approval by the Board of 
       Directors and shareholders of Buyer. If both the Board of Directors
          and shareholders of Buyer do not approve the sale of said Assets, this
       agreement will be deemed null and void. Additionally, if any Assets
          constituting Contracts or Permits are not by their terms assignable or
       require the consent of a third party in connection with the sale by
        Seller, Seller will use reasonable efforts to assist Buyer to obtain
    such consent promptly. During the period in which the applicable
       Contract or Permit is not capable of being assigned to Buyer due to
     the failure to obtain any required consent, Seller will make such
       arrangements as may be necessary to enable Buyer to receive all the
         economic benefits under such Contract or Permit accruing on and after
the execution of this Agreement.                            

--------------------------------------------------------------------------------
Maximum Dynamics o 2 N. Cascade Avenue, Ste 1100
 o Colorado Springs o CO o 80903 Phone
 719-338-7743 o Fax 435-203-0928

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ASSET PURCHASE AGREEMENT
------------------------------------------------------------------------------- 

    C.   Notwithstanding anything in this Agreement to the contrary, i) Seller
          will retain and not transfer to Buyer the assets described in Schedule
       1(c)(i) (the "EXCLUDED ASSETS"); and (ii) Buyer will not assume and
         will be deemed not to have assumed and be responsible for, and Seller
  will be solely and exclusively liable and responsible for, any
          Indebtedness (as defined below), obligations, Contracts or liabilities
         of Seller relating to the Business, including but not limited to, the
obligations described in Schedule 1(c)(ii)(a) (the "RETAINED
         LIABILITIES"), other than the Indebtedness, obligations, Contracts or
liabilities listed on Schedule 1(c)(ii)(b) (the "ASSUMED    
LIABILITIES").                                              

       D. Notwithstanding anything in this Agreement to the contrary, Buyer will
        not assume and will be deemed not to have assumed and be responsible
         for, and Seller will be solely and exclusively liable and responsible
       for, any debt, obligations or liabilities of Seller with respect to
          (i) any federal, state, local or foreign taxes relating to tax periods
      (or any portion thereof) ending on or prior to the date hereof, or
         (ii) any tax liability of Seller arising out of or in connection with
       the consummation or performance of the transactions contemplated by
this Agreement (the "RETAINED TAXES").                      

E. For purposes of this Agreement,                                

         i. "CONTRACT" means any contract, license, lease (including any lease
          for real property), commitment, purchase order or any other agreement,
whether written or oral, relating to the Business;          
    ii.  "GAAP" means U.S. generally accepted accounting principles,
consistently applied.                             
         iii. "INTELLECTUAL PROPERTY RIGHT" means any trademark, service mark,
               trade name, invention, patent, trade secret, copyright, know-how,
         proprietary computer software, computer databases, Internet
       addresses or domain names (including any registrations or
               applications for registration or renewal of any of the foregoing)
            or any other similar type of proprietary intellectual property
            right, in each case which is used or held for use or otherwise
       necessary in connection with the conduct of the Business;
iv.  "PERMIT" means any governmental or regulatory license, 
          authorization permit, franchise consent or approval which is
      obtained in connection with the conduct of the Business;
        v.   "PERSON" means an individual, corporation, partnership, limited
      liability company, association, trust or other entity or
              organization, including a government or political subdivision or
an agency or instrumentality thereof;             
        vi.  "TAXES" means (A) any net income, alternative or add-on minimum
              tax, gross income, gross receipts, sales, use, ad valorem, value
          added, transfer, franchise, profits, license, withholding on
        amounts paid to or by Seller, payroll, employment, excise,
               severance, stamp, occupation, premium, property, environmental or
              windfall profit tax, custom, duty or other tax, governmental fee
        or other like assessment or charge of any kind whatsoever,
     together with any interest, penalty, addition to tax or
             additional amount imposed by any Taxing Authority in connection
               with the conduct of the Business, (B) any liability of Seller for
           the payment of any amounts of any of the foregoing types as a
               result of being a member of an affiliated, consolidated, combined
    or unitary group, or being a party to any agreement or
         arrangement whereby liability of Seller for payment of such
            amounts was determined or taken into account with reference to
         the liability of any other Person, and (C) any liability of
          Seller for the payment of any amounts as a result of being a
        party to any tax-sharing agreements in connection with the
           conduct of the Business or with respect to the payment of any
              amounts of any of the foregoing types as a result of any express
      or implied obligation to indemnify any other Person; and

--------------------------------------------------------------------------------
Maximum Dynamics o 2 N. Cascade Avenue, Ste 1100
 o Colorado Springs o CO o 80903 Phone
 719-338-7743 o Fax 435-203-0928

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ASSET PURCHASE AGREEMENT
------------------------------------------------------------------------------- 

        vii. "TAXING AUTHORITY" means any Governmental Authority (as defined
below) responsible for the imposition of any Tax. 

2. PRICE AND PAYMENT.                                             

      A. In consideration for the Transfer by Seller to Buyer of the Assets in
accordance with this Agreement, Buyer will deliver to Seller
consideration in an aggregate amount of $1,060,000 (the     
"CONSIDERATION"), which will consist of the following:      
     i.   Buyer will write off the $47,000 in accounts receivable that
Seller owes Buyer;                                
ii.  The remaining $53,000 will be payable by 1, shares of  
Buyer's Common Stock priced at $0.05 per share.   

    B. As soon as reasonably practicable after the date of this Agreement,
       Seller will deliver to Buyer the following: (i) such duly executed,
good and sufficient instruments of conveyance, transfer and 
         assignment, other than a bill of sale, as will be reasonably required
        by Buyer and its counsel and as will be necessary to convey to Buyer
        all of Seller's rights, title and interests in and to the Assets, if
         any; and (ii) all other documents, instruments and writings necessary
  to consummate the transaction contemplated hereby or expressly
         required to be delivered by Seller in accordance with this Agreement.

  C. As a condition to Seller entering into this Agreement, Buyer will
       deliver to Seller a copy of the documents, instruments and writings
   necessary to consummate the transactions contemplated hereby or
       expressly required to be delivered by Buyer in accordance with this
Agreement.                                                  

     D. For purposes of determining Buyer's Tax basis in the Assets and gain
          or loss recognized by Seller with respect to the sale of the Assets to
     Buyer, Buyer and Seller will allocate the Consideration among the
Assets according to the fair market.                        

3. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and 
warrants to Buyer as follows:                               
     A. Seller is a corporation duly organized, validly existing and in good
standing under the laws of the state of Colorado.           

    B. Seller has all requisite power and authority to execute and deliver
         this Agreement and those other agreements and instruments required to
     be executed or delivered under this Agreement, and to perform its
        obligations hereunder, and this Agreement has been duly executed and
    delivered by Seller and constitutes, assuming due authorization,
    execution and delivery of this Agreement by Buyer, and any other
          agreements to be executed and delivered by Buyer pursuant hereto, when
      fully executed and delivered, will constitute, a valid and binding
        obligation of Seller enforceable against it in accordance with their
          terms, except to the extent that enforcement thereof may be subject to
  applicable bankruptcy, insolvency, reorganization, moratorium,
     fraudulent conveyance and similar laws now or hereafter affecting
creditors' rights generally and general principles of equity
          (regardless of whether enforceability is considered in a proceeding at
law or in equity).                                          

--------------------------------------------------------------------------------
Maximum Dynamics o 2 N. Cascade Avenue, Ste 1100
 o Colorado Springs o CO o 80903 Phone
 719-338-7743 o Fax 435-203-0928

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ASSET PURCHASE AGREEMENT
--------------------------------------------------------------------------------

       C. Neither the execution and delivery by Seller of this Agreement nor the
        performance by Seller of its obligations hereunder will (i) conflict
       with or result in any breach of any provision of the Certificate of
        Incorporation or Bylaws of any corporation or Seller; (ii) result in
     (with or without the giving of notice or lapse of time or both) a
         material violation or breach of, or constitute a default or give rise
          to any right of termination, cancellation or acceleration under any of
     the terms, conditions or provisions of any Indebtedness, license,
      lease or Contract or similar instrument or obligation to which any
         Seller, or by which any of the Assets, may be bound; or (iii) violate
     any order, injunction, decree, statute, rule or regulation of any
        federal, state, local or foreign governmental entity or municipality
         or subdivision thereof or court, tribunal, commission, board, bureau,
          agency or legislative, executive, governmental or regulatory authority
     or agency (a "GOVERNMENTAL AUTHORITY") to which any Seller or the
Business is subject.                                        

      D. Seller owns the Assets and has and will deliver to Buyer, good, valid
      and marketable title to, all of the Assets, in each case, free and
         clear of all mortgages, pledges, security interests, liens (including
    tax liens), charges, options or other encumbrances of any nature
whatsoever (collectively, "LIENS").                         

      4. BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants
to as follows:                                              
    A. Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the state of Colorado.           

   B. Buyer has all requisite power and authority to execute and deliver
 this Agreement and to perform its obligations hereunder. This
Agreement has been duly executed and delivered by Buyer and 
      constitutes, assuming due authorization, execution and delivery of
       this Agreement by Seller and any other agreements to be executed by
   Seller pursuant hereto, when fully executed and delivered, will
   constitute a valid and binding obligation of Buyer, enforceable
      against Buyer in accordance with their terms, except to the extent
     that enforcement thereof may be subject to applicable bankruptcy,
     insolvency, reorganization, moratorium, fraudulent conveyance and
         similar laws now or hereafter affecting the enforcement of creditors'
    rights generally and general principles of equity (regardless of
     whether enforceability is considered in a proceeding at law or in
equity).                                                    

C. Neither the execution and delivery by Buyer of this nor the    
       performance by Buyer of its obligations hereunder will (i) conflict
       with or result in any breach of any provision of the Certificate of
Incorporation or Bylaws of Buyer or (ii) violate any order, 
       injunction, decree, statute, rule or regulation of any Governmental
Authority to which Buyer is subject.                        

--------------------------------------------------------------------------------
Maximum Dynamics o 2 N. Cascade Avenue, Ste 1100
 o Colorado Springs o CO o 80903 Phone
 719-338-7743 o Fax 435-203-0928

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ASSET PURCHASE AGREEMENT
--------------------------------------------------------------------------------
5. INDEMNIFICATION.                                               
      A. The representations and warranties of the parties contained herein or
          in any signed writing delivered in connection with this Agreement will
          survive for a period of 3 years after the execution of this Agreement.

    B. Seller will indemnify Buyer and its employees, officers, directors,
    agents and representatives, in their capacities as such, and the
 successors, heirs and personal representatives of any of them
         (collectively, the "BUYER INDEMNIFIED PARTIES") against and hold them
 harmless from any and all damage, loss, liability and expense
        (including, without limitation, reasonable expenses of investigation
       and attorneys' fees and expenses) (collectively "LOSS") incurred or
         suffered by any Buyer Indemnified Party arising out of or relating to
     (i) any breach of any representation, warranty, covenant or other
        agreement of Seller contained herein, (ii) any Retained Liabilities,
        (iii) any Retained Taxes or (iv) any alleged, claimed or established
negligence or breach of Seller (or any of its affiliates or 
      predecessors or any of the respective officers, directors, agents,
  consultants or employees of Seller or any of its affiliates or
    predecessors) with respect to the performance by such parties of
        services, Contracts, agreements, policies or similar undertakings on
or prior to the execution of this Agreement.                

    C. Buyer will indemnify Seller and its employees, officers, directors,
       agents and representatives, in their respective capacities as such,
         and the successors, heirs and personal representatives of any of them
          (collectively, the "SELLER INDEMNIFIED PARTIES") against and hold them
     harmless from any and all Loss incurred or suffered by any Seller
         Indemnified Party arising out of or relating to (i) any breach of any
  representation, warranty, covenant or other agreement of Buyer
contained herein or (ii) any Assumed Liabilities.           

    D. A Person seeking indemnification pursuant to Sections 5(b) and 5(c)
          (an "INDEMNIFIED PARTY") with respect to a claim, action or proceeding
by a Person who is not a Buyer Indemnified Party or a Seller
       Indemnified Party will give prompt written notice to the party from
         whom such indemnification is sought (the "INDEMNIFYING PARTY") of the
assertion of any claim, or the commencement of any action or
      proceeding, in respect of which indemnity may be sought hereunder;
     provided that the failure to give such notice will not affect the
        Indemnified Party's rights to indemnification hereunder, unless such
    failure would prejudice in any material respect the Indemnifying
   Party's ability to defend such claim, action or proceeding. The
       Indemnifying Party will have the right to assume the defense of any
      such action or proceeding at its expense, provided that (a) in the
        reasonable judgment of the Indemnified Party, the Indemnifying Party
    has adequate resources to undertake such defense and satisfy any
         indemnifiable Loss arising from such action or proceeding and (b) the
    selection of counsel is approved by the Indemnified Party (which
  approval will not be unreasonably withheld or delayed). If the
        Indemnified Party so determines that the Indemnifying Party does not

--------------------------------------------------------------------------------
Maximum Dynamics o 2 N. Cascade Avenue, Ste 1100
 o Colorado Springs o CO o 80903 Phone
 719-338-7743 o Fax 435-203-0928

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ASSET PURCHASE AGREEMENT
------------------------------------------------------------------------------- 

        have adequate resources, or the Indemnifying Party does not elect to
         assume the defense of any such action or proceeding, or fails to make
          such an election within 20 days after it receives such notice pursuant
         to the first sentence of this Section 5(d), the Indemnified Party may
     assume such defense at the expense of the Indemnifying Party. The
    Indemnified Party will have the right to participate in (but not
   control) the defense of an action or proceeding defended by the
 Indemnifying Party hereunder and to retain its own counsel in
        connection with such action or proceeding, but the fees and expenses
         of such counsel will be at the Indemnified Party's expense unless (i)
         the Indemnifying Party and the Indemnified Party have mutually agreed
         in writing to the retention of such counsel or (ii) the named parties
          in any such action or proceeding (including impleaded parties) include
        the Indemnifying Party and the Indemnified Party, and representation
   of the Indemnifying Party and the Indemnified Party by the same
    counsel would create a conflict, provided that, unless otherwise
  agreed by the Indemnifying Party, if the Indemnifying Party is
obligated to pay the fees and expenses of such counsel, the 
          Indemnifying Party will be obligated to pay only the fees and expenses
    associated with one attorney or law firm, as applicable, for the
     Indemnified Party. An Indemnifying Party will not be liable under
         Sections 5(b) or 5(c) for any settlement effected without its written
        consent, which consent will not be unreasonably withheld or delayed,
        of any claim, action or proceeding in respect of which indemnity may
be sought hereunder.                                        

  6. FURTHER ASSURANCES BY SELLER. Seller will execute such additional
    documents as Buyer may reasonably request to vest or confirm the
vesting in Buyer of all of the Assets and title thereto.    

  7. AMENDMENT. This Agreement may be amended only by an instrument in
writing signed by Seller and Buyer.                         

     8. FEES AND EXPENSES. All fees and expenses incurred in connection with
         this Agreement and the transactions contemplated by this will be paid
    by the party incurring such fees or expenses, whether or not the
transactions contemplated hereby are consummated.           

     9. SELLER'S KNOWLEDGE. All references to the "Seller's knowledge" or to
         words of similar import will be deemed to be references to the actual
    knowledge of one or more of the officers or directors of Seller.

    10. GOVERNING LAW. This Agreement will be governed by and construed in
        accordance with the laws of the State of Colorado, without regard to
        its conflict of law rules, principles or provisions of such state or
          of any other state. The sole jurisdiction and venue for any litigation
   arising out of this Agreement will be an appropriate federal or
          district court located in the State of Colorado, and each party hereby
     consents to such jurisdiction. Each party agrees not to raise and
     waives any objection to or defense based on the venue of any such
court or forum non conveniens.                              

     11. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
        WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING,
    CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN
         EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.                           

      12. SECTION HEADINGS. Section headings are for convenient reference only
and will not affect the meaning or have any bearing on the  
interpretation of any provision of this Agreement.          

     13. ENTIRE AGREEMENT. This Agreement, together with any other documents
    referred to herein or delivered pursuant hereto that form a part
      hereof, constitute the entire agreement between the parties hereto
     with respect to the subject matter hereof and supersede all other
       prior agreements and understandings, both written and oral, between
   the parties or either of them with respect to the subject matte
hereof.                                                     

--------------------------------------------------------------------------------
Maximum Dynamics o 2 N. Cascade Avenue, Ste 1100
 o Colorado Springs o CO o 80903 Phone
 719-338-7743 o Fax 435-203-0928

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ASSET PURCHASE AGREEMENT
--------------------------------------------------------------------------------

14. COUNTERPARTS. This Agreement may be executed in any number of 
      counterparts, each of which will be deemed an original, but all of
which will constitute one and the same instrument.          

       15. EFFECTIVE TIME. Notwithstanding anything to the contrary contained in
         this Agreement, this Agreement will be deemed to be effective for all
      accounting, tax and other purposes as of 12:00 a.m. on October 11,
2002 (such date and time, the "EFFECTIVE TIME").            

All notices and writings, required or given pursuant to this Agreement, shall be
signed by the party relying thereon to be sent by prepaid postal mail rates or  
by facsimile transmission, to a location or number set forth below:             

Maximum Dynamics, Inc.                       Barrington Gap, Inc.               
----------------------                       --------------------               
A) Maximum Dynamics, Inc.                    B) Barrington Gap, Inc.            
2 N. Cascade Avenue, Suite 1100              2 N. Cascade Avenue, Suite 1100    
Colorado Springs, CO  80903                  Colorado Springs, CO  80903        
Tel:  (719) 338-7743                         Tel:  (303) 733-3484               
Fax:  (435) 203-0928                         Fax:  (303) 744-7296               

In witness whereof the parties have set their hands and seals as of the date    
first written above.                                                            

Maximum Dynamics, Inc.                        Barrington Gap, Inc.              
----------------------                        --------------------              
By: Eric R. Majors                            By:  Joshua N. Wolcott            

Signature: /s/ Eric R. Majors                 Signature: /s/ Joshua N. Wolcott  
        --------------------                         -----------------------
Title: Chief Executive Officer                Title:   Chief Executive Officer  

--------------------------------------------------------------------------------
Maximum Dynamics o 2 N. Cascade Avenue, Ste 1100
 o Colorado Springs o CO o 80903 Phone
 719-338-7743 o Fax 435-203-0928

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ASSET PURCHASE AGREEMENT
--------------------------------------------------------------------------------

SCHEDULE 1(c)(i)                                                                

EXCLUDED ASSETS                                                                 
1.   Buyer will not assume accounts receivable (including billed and unbilled)  
of Seller.                                                            

SCHEDULE 1(c)(ii)(a)                                                            

RETAINED LIABILITIES                                                            
1.   Seller will retain accounts payable and accrued expenses arising prior to  
the Effective Time.                                                   

SCHEDULE 1(c)(ii)(b)                                                            

ASSUMED LIABILITIES                                                             
1.   Buyer will assume no liabilities of Seller.                                

--------------------------------------------------------------------------------
Maximum Dynamics o 2 N. Cascade Avenue, Ste 1100
 o Colorado Springs o CO o 80903 Phone
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EXHIBIT C                                                                       

 TITLE 7
 CORPORATIONS AND ASSOCIATIONS
Colorado Business Corporations
ARTICLE 113 DISSENTERS' RIGHTS

7-113-101. Definitions.                                                       

For purposes of this article:                                                 

(1) "Beneficial shareholder" means the beneficial owner of shares held in a   
voting trust or by a nominee as the record shareholder.                         

 (2) "Corporation" means the issuer of the shares held by a dissenter before the
corporate action, or the surviving or acquiring domestic or foreign corporation,
by merger or share exchange of that issuer.                                     

(3) "Dissenter" means a shareholder who is entitled to dissent from corporate 
action under section 7-113-102 and who exercises that right at the time and in  
the manner required by part 2 of this article.                                  

(4) "Fair value", with respect to a dissenter's shares, means the value of the
shares immediately before the effective date of the corporate action to which   
the dissenter objects, excluding any appreciation or depreciation in            
anticipation of the corporate action except to the extent that exclusion would  
be inequitable.                                                                 

(5) "Interest" means interest from the effective date of the corporate action 
until the date of payment, at the average rate currently paid by the corporation
on its principal bank loans or, if none, at the legal rate as specified in      
section 5-12-101, C.R.S.                                                        

(6) "Record shareholder" means the person in whose name shares are registered 
in the records of a corporation or the beneficial owner of shares that are      
registered in the name of a nominee to the extent such owner is recognized by   
the corporation as the shareholder as provided in section 7-107-204.            

(7) "Shareholder" means either a record shareholder or a beneficial           
shareholder.                                                                    

7-113-102. Right to dissent.                                                  

(1) A shareholder, whether or not entitled to vote, is entitled to dissent and
obtain payment of the fair value of the shareholder's shares in the event of any
of the following corporate actions:                                             

(a) Consummation of a plan of merger to which the corporation is a party if:  

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 (I) Approval by the shareholders of that corporation is required for the merger
by section 7-111-103 or 7-111-104 or by the articles of incorporation; or       

 (II) The corporation is a subsidiary that is merged with its parent corporation
under section 7-111-104;                                                        

(b) Consummation of a plan of share exchange to which the corporation is a    
party as the corporation whose shares will be acquired;                         

(c) Consummation of a sale, lease, exchange, or other disposition of all, or  
substantially all, of the property of the corporation for which a shareholder   
vote is required under section 7-112-102 (1); and                               

(d) Consummation of a sale, lease, exchange, or other disposition of all, or  
substantially all, of the property of an entity controlled by the corporation if
the shareholders of the corporation were entitled to vote upon the consent of   
the corporation to the disposition pursuant to section 7-112-102 (2).           

(1.3) A shareholder is not entitled to dissent and obtain payment, under      
subsection (1) of this section, of the fair value of the shares of any class or 
series of shares which either were listed on a national securities exchange     
registered under the federal "Securities Exchange Act of 1934", as amended, or  
on the national market system of the national association of securities dealers 
automated quotation system, or were held of record by more than two thousand    
shareholders, at the time of:                                                   

 (a) The record date fixed under section 7-107-107 to determine the shareholders
entitled to receive notice of the shareholders' meeting at which the corporate  
action is submitted to a vote;                                                  

(b) The record date fixed under section 7-107-104 to determine shareholders   
entitled to sign writings consenting to the corporate action; or                

(c) The effective date of the corporate action if the corporate action is     
authorized other than by a vote of shareholders.                                

(1.8) the limitation set forth in subsection (1.3) of this section shall not  
apply if the shareholder will receive for the shareholder's shares, pursuant to 
the corporate action, anything except:                                          

(a) Shares of the corporation surviving the consummation of the plan of merger
or share exchange;                                                              

(b) Shares of any other corporation which at the effective date of the plan of
merger or share exchange either will be listed on a national securities exchange
registered under the federal "Securities Exchange Act of 1934", as amended, or  
on the national market system of the national association of securities dealers 
automated quotation system, or will be held of record by more than two thousand 
shareholders;                                                                   

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(c) Cash in lieu of fractional shares; or                                     

(d) Any combination of the foregoing described shares or cash in lieu of      
fractional shares.                                                              

(2) (Deleted by amendment, L. 96, p. 1321,ss.30, effective June 1, 1996.)     

(2.5) A shareholder, whether or not entitled to vote, is entitled to dissent  
and obtain payment of the fair value of the shareholder's shares in the event of
a reverse split that reduces the number of shares owned by the shareholder to a 
fraction of a share or to scrip if the fractional share or scrip so created is  
to be acquired for cash or the scrip is to be voided under section 7-106-104.   

(3) A shareholder is entitled to dissent and obtain payment of the fair value 
of the shareholder's shares in the event of any corporate action to the extent  
provided by the bylaws or a resolution of the board of directors.               

 (4) A shareholder entitled to dissent and obtains payment for the shareholder's
shares under this article may not challenge the corporate action creating such  
entitlement unless the action is unlawful or fraudulent with respect to the     
shareholder or the corporation.                                                 

7-113-103. Dissent by nominees and beneficial owners.                         

 (1) A record shareholder may assert dissenters' rights as to fewer than all the
shares registered in the record shareholder's name only if the record           
shareholder dissents with respect to all shares beneficially owned by any one   
person and causes the corporation to receive written notice which states such   
dissent and the name, address, and federal taxpayer identification number, if   
any, of each person on whose behalf the record shareholder asserts dissenters'  
rights. The rights of a record shareholder under this subsection (1) are        
determined as if the shares as to which the record shareholder dissents and the 
other shares of the record shareholder were registered in the names of different
shareholders.                                                                   

(2) A beneficial shareholder may assert dissenters' rights as to the shares   
held on the beneficial shareholder's behalf only if:                            

(a) The beneficial shareholder causes the corporation to receive the record   
shareholder's written consent to the dissent not later than the time the        
beneficial shareholder asserts dissenters' rights; and                          

 (b) The beneficial shareholder dissents with respect to all shares beneficially
owned by the beneficial shareholder.                                            

(3) The corporation may require that, when a record shareholder dissents with 
respect to the shares held by any one or more beneficial shareholders, each such
beneficial shareholder must certify to the corporation that the beneficial      
shareholder and the record shareholder or record shareholders of all shares     
owned beneficially by the beneficial shareholder have asserted, or will timely  
assert, dissenters' rights as to all such shares as to which there is no        
limitation on the ability to exercise dissenters' rights. Any such requirement  
shall be stated in the dissenters' notice given pursuant to section 7-113-203.  

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This PRE 14A Filing	Date	First	Last	Other Filings

	6/1/96	24
	8/23/00	10
	12/15/01	10
	8/30/02	10
	9/30/02	7	13	10QSB, NT 10-Q
	10/8/02	3	8
	10/10/02	3	5
	10/11/02	9	20
Filed On / Filed As Of / For The Period Ended	10/15/02
	11/30/02	10
	12/31/02	10		NT 10-K, 10KSB

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Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

Maximum Dynamics Inc · PRE 14A · For 10/15/02

Filed On 10/15/02 3:35pm ET · SEC File 0-49954 · Accession Number 1163765-2-432

Preliminary Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Preliminary Proxy Solicitation Material · Schedule 14A
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