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EX-32.1 - EXHIBIT 32.1 - Massive Dynamics, Inc.ex32_1apg.htm
EX-31.1 - EXHIBIT 31.1 - Massive Dynamics, Inc.ex31_1apg.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(MARK ONE)                                                                                                                                                                                            


[   ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended December 31, 2012


OR


[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _____ to ____


Commission File No. 000-54387


MASSIVE DYNAMICS, INC.

(Exact name of registrant as specified in its charter)


Nevada

45-0836120

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)


19925 Stevens Creek Blvd. Suite 100, Cupertino, CA 95014

(Address of principal executive offices, zip code)


(408) 973-7857

(Registrant’s telephone number, including area code)


_________________________________

(Former name, former address and former fiscal year,

if changed since last report)


Indicate by check mark whether the issuer (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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X]     No [  ]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (check one):


Large accelerated filer [  ]

Accelerated filer [  ] 

Non-accelerated filer [  ] 

Smaller reporting company [X]

(Do not check if a smaller reporting company)

 



Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act):

Yes [  ]     No [X]


APPLICABLE ONLY TO CORPORATE ISSUERS


As of February 13, 2013 there were 50,000,000 shares of common stock, $0.001 par value per share, outstanding.



2




MASSIVE DYNAMISC, INC.

(A Development Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED DECEMBER 31, 2012


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


This Quarterly Report on Form 10-Q of Massive Dynamics, Inc., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology.  These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Actual results may differ materially from the predictions discussed in these forward-looking statements.  The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the Company’s need for and ability to obtain additional financing and that there will be little demand for the Company’s services and products, and other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).


Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.




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PART I. FINANCIAL INFORMATION


Massive Dynamics, Inc.

(A Development Stage Company)


Balance Sheets


(unaudited)

 

 

 

 

 

 

 

 

 

December 31,

 

March 31,

 

 

 

2012

 

2012

ASSETS

 

Current Assets

 

 

 

 

 

Cash

 

$

28,721

 

$

 

Inventory

 

24,160

 

 

 

Short Term Loan Receivable

 

121,649

 

 

 

 

 

 

 

 

Total Current Assets

 

174,530

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

Current Liabilities

 

 

 

 

 

Accounts Payable

 

11,536 

 

8,344 

 

Bank Overdraft

 

 

35 

 

Loan Payable

 

250,000 

 

12,201 

 

Accrued Interest on Loan Payable

 

5,034 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

266,570 

 

20,580 

 

 

 

 

 

 

Stockholders' Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

Common Stock, authorized

 

 

 

 

 

75,000,000 shares, par value $0.001

 

 

 

 

 

50,000,000 and 100,000,000 issued & outstanding

 

 

 

 

December 31, 2012 & March 31, 2012 respectively

50,000 

 

100,000 

 

 

 

 

 

 

 

Additional Paid-In Capital

 

(9,146)

 

(95,000)

 

Deficit Accumulated During the Development Stage

 

(132,894)

 

$

(25,580)

 

 

 

 

 

 

 

Total Stockholders' Equity (Deficit)

 

(92,040)

 

$

(20,580)

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity (Deficit)

$

174,530 

 

$

 

 

 

 

 

 

The accompanying footnotes are an integral part of these financial statements



4






Massive Dynamics, Inc.

(A Development Stage Company)


Statements of Operations


(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9-mo period

 

9-mo period

 

3-mo period

 

3-mo period

 

From Inception

 

 

 

ending on

 

ending on

 

ending on

 

ending on

 

on March 15, 2011

 

 

 

December 31,

2012

 

December 31,

2011

 

December 31,

2012

 

December 31,

2011

 

through December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

$

$

5,000 

$

$

5,000 

$

5,000 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

General and Administrative

 

47,806 

 

461 

 

46,627 

 

461 

 

49,022 

 

Professional Fees

 

31,974 

 

9,680 

 

5,259 

 

3,287 

 

49,588 

 

Professional Fees - Related Party

 

22,500 

 

4,250 

 

17,500 

 

1,750 

 

34,250 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Expenses

$

102,280 

$

14,391 

$

69,386 

$

5,498 

 

132,860 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

(5,034)

 

 

(5,034)

 

 

(5,034)

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

$

(107,314)

$

(9,391)

$

(74,420)

$

(498)

 

(132,894)

 

 

 

 

 

 

 

 

 

 

 

   

Basic and Diluted

 

 

 

 

 

 

 

 

 

 

 

(Loss) per Share

$

(0.00)

 

(0.00)

 

(0.00)

 

(0.00)

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

 

 

 

 

   Number of Shares

 

50,000,000 

 

100,000,000 

 

50,000,000 

 

100,000,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying footnotes are an integral part of these financial statements



5






Massive Dynamics, Inc.

(A Development Stage Company)


Statements of Cash Flows

for period ending June 30, 2012


(unaudited)

 

 

 

 

 

 

 

 

 

 

 

9-mo Period

 

9-mo Period

 

From Inception on

 

 

 

Ended

 

Ended

 

March 15, 2011 through

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2012

Operating Activities

 

 

 

 

 

 

 

Net (Loss)

 

$

(107,314)

 

$

(9,391)

 

$

(132,894)

 

Inventory

 

$

(24,160)

 

 

 

$

(24,160)

 

Expenses Paid by a Related Party

 

(12,201)

 

$

9,416 

 

 

 

Accounts Payable

 

3,192 

 

 

 

11,536 

 

Shares Issued for Services

 

20,000 

 

 

 

25,000 

 

Interest Expense

 

5,034 

 

 

 

5,034 

Net Cash Used by Operating Activities

 

(115,449)

 

25 

 

(115,484)

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Advances from 3rd Party Lender

 

250,000 

 

 

250,000 

 

Contributed Capital by Former CEO

 

15,854 

 

 

15,854 

Net Cash Provided by Financing Activities

 

265,854 

 

 

265,854 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

Loans under Licensing Agreement - Net of Payments

(121,649)

 

 

(121,649)

Net Used by Investing Activities

 

(121,649)

 

 

(121,649)

 

 

 

 

 

 

 

 

Cash, Beginning of Period

 

(35)

 

 

Cash, End of Period

 

$

28,721 

 

$

25 

 

$

28,721 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES

 

 

 

 

 

 

 

Non-Cash Activities:

 

 

 

 

 

 

 

Common Stock Issued for Services

 

$

20,000 

 

$

 

$

25,000 

 

 

 

 

 

 

 

 

The accompanying footnotes are an integral part of these financial statements



6






MASSIVE DYNAMICS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS
December 31, 2012




1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Description of Business


Massive Dynamics, Inc. (the “Company”) was incorporated under the laws of the state of Nevada on March 15, 2011.  The Company changed its fiscal year ending to be on March 31. On July 11, 2011, the Company entered into a services agreement with a communications tower operator and ceased to be a shell company.  During the year ending March 31, 2012, the Company generated its first revenues from the business activity of providing services to communication tower operators.  Interim results are not necessarily indicative of results for a full year. The information provided in this Form 10-Q should be read in conjunction with information included in the Form 10-K.


Accounting Basis


These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.


Recent Accounting Pronouncements


The Company has evaluated all recent accounting pronouncements and believes that none will have a material effect on the Company.


Use of Estimates


In the opinion of management, the accompanying balance sheets and related statements of income, cash flows, and stockholders' equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management's estimates and assumptions.


Earnings (Loss) per Share


The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity.  There are no diluted shares outstanding.


Advertising Costs


The Company’s policy regarding advertising is to expense advertising when incurred. The Company had not incurred any advertising expense as of December 31, 2012 and 2011.


Revenue and Cost Recognition


The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer and accepted by the customer as completed pursuant to Company’s Service Agreement, (iii) all deliverables within any pay points of Service Agreement are completed in their entirety and (iv) collectability is reasonably assured. Five thousand dollars ($5000) of revenue



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MASSIVE DYNAMICS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS
December 31, 2012




was received during the year ended March 31, 2012.  No revenue was received during the three-month period ended December 31, 2012


Cash and Cash Equivalents


The Company considers all highly liquid investments with maturity of three months or less to be cash equivalents.  The Company had $28,721 of cash or cash equivalents as of December 31, 2012 and $35 bank overdraft as of March 31, 2012.


Inventory


The Company carries inventory at cost on a first in/first out basis.  Inventory is evaluated on a quarterly basis as to saleability.  As of December 31, 2012 and March 31, 2012, the Company held $24,160 and $0, respectively, in inventory, consisting primarily of the Company’s Telipad Units.


Start-up Cost


The Company accounts for start-up costs pursuant to the provisions of the Accounting Standard Codification 720-15.  Accounting for start-up costs require all costs incurred in connection with the start-up and organization of the Company be expensed as incurred.


Property Policy


As of December 31, 2012 and 2011 the Company does not own any real property.  The Company rents office space for approximately $1,027 per month under a 6-month lease agreement.


Income Taxes


The Company accounts for income taxes pursuant to the provisions of the Accounting Standards Codification 740, Accounting for Income Taxes, which requires an asset and liability approach to calculate deferred income taxes. The asset and liability approach requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary difference between the carrying amounts and the tax basis of assets and liabilities.  As a result of the initial year’s incurred loss the deferred tax asset has been fully reserved.


2 - GOING CONCERN


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has incurred net losses and negative cash flows from operating activities for the period ending December 31, 2012 and has an accumulated deficit of $132,894 as of December 31, 2012.  The Company has historically relied upon its officers to fund its operations.  During the nine months ended December 31, 2012 the Company was able to secure a line of credit in the amount of $250,000 to fund ongoing operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern until it completes its financing activities.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


3 – RELATED PARTY TRANSACTIONS


During the period from inception on March 15, 2011 through June 30, 2012, the Company entered into Promissory Notes with the sole officer of the Company, Donald Calabria.  The Notes are for reimbursement of payments made by Mr. Calabria on the Company’s behalf and as of September 10, 2012 the amount owed was  $15,856 and as of March 31, 2012 the amount owed was $12,201.


On September 10, 2012 Mr. Calabria forgave the debt owed in the amount of $15,854.  The Company considers the



8






MASSIVE DYNAMICS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTS
December 31, 2012




forgiven amount to be contributed capital and has accounted for it accordingly.


Beginning on September 1, 2012, Oscar Hines, our CEO and Sole Director, began receiving $5,000 per month as compensation for his services.  At this time Mr. Hines does not have an employment agreement with the Company.


4 – CREDIT LINE


On September 10, 2012 the Company entered into an unsecured line of credit in the amount of $250,000 with an unaffiliated lender.  The credit line carries interest of 10% per year and all outstanding amounts thereunder become due and payable on September 10, 2013.  As of December 31, 2012 the Company had borrowed $250,000 against its credit line.  On January 15, 2013 the Company and its lender mutually agreed to cancel the existing credit agreement and roll the principal and interest due in the amount of $255,034 into a new credit line not to exceed $500,000.


5 – STOCKHOLDERS’ EQUITY


The Company has authorized 75,000,000 Common Shares at a par value of $0.001 per share.  No Preferred Shares have been authorized or issued. As of December 31, 2012 and March 31, 2012, there were 50,000,000 and 100,000,000 (adjusted to reflect forward split on September 17, 2012) shares issued and outstanding, respectively.


On March 21, 2011, 100,000,000 Common shares were issued to three founders at par value for an equivalent of $5,000. Neither the value of the shares nor the value of the services the company received had a reliably measurable fair value that would allow us to apply ASC 505-50-30-6, so we valued the issuance of shares for services at par value.  


On June 29, 2012 9,422,500 Common Shares were issued at $0.002125 per share to Globex Transfer LLC for an equivalent of $20,000 for professional services rendered towards DTC filing and eligibility.


Upon the change of control on September 10, 2012 the Company and its majority shareholder agreed to cancel the equivalent of 59,422,500 shares of common stock.  After the cancellation the Company had 50,000,000 shares issued and outstanding.


6 - SUBSEQUENT EVENTS


The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and other than those matters discussed below has determined that no such events have occurred.


Credit Agreement

On January 15, 2013 the Company and its lender mutually agreed to cancel the existing $250,000 credit facility and roll the principal and interest due in the amount of $255,034 into a new credit line not to exceed $500,000.  Subsequent to the creation of the new credit facility the Company has borrowed an additional $45,000.



9





ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


The following information should be read in conjunction with (i) the financial statements of Massive Dynamics, Inc., a Nevada corporation and development stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the March 31, 2012 audited financial statements and related notes included in the Company’s Amended Form 10 as filed with the Securities and Exchange Commission on May 27, 2011.   Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements


OVERVIEW


Going Concern


We were formed in Nevada on March 15, 2011.  To date the Company has limited operations and revenues and consequently has incurred losses from operations.  Our independent public accounting firm has issued an opinion for us which includes a statement raising substantial doubt as to our ability to continue as a going concern.


We were a “shell company” until we entered into Services Agreement with Horizon Tower, LLC on July 11, 2011.  Accordingly, comparisons between the current period and any other period are not meaningful.


PLAN OF OPERATION


Since inception we have focused the majority of our resources on corporate development initiative designed to provide a stable foundation for long-term growth.  Upon the conclusion of our corporate development agenda we have turned our focus to locating the latest cutting edge products and technologies that are poised for commercialization.  Our strategic investments in these products and technologies will allow us the opportunity to stake early ground in emerging high-tech markets.


Liquidity and Capital Resources


As of December 31, 2012 we had $28,721 cash on hand and had a $35 overdraft for the year ending March 31, 2012. Total current liabilities have increased from $20,580 at March 31, 2012 to $266,570 as of December 31, 2012, mostly due to our borrowings under our credit line.  We are dependent upon our recently established $500,000 line of credit to finance our continuing operations.  Our operating expenses were $107,314 and $14,391 for the nine months ended December 31, 2012 and 2011, respectively, with the increase primarily due an expense related to the issuance of shares for services rendered by our transfer agent as well as expenses related to the launch of our cellular accessories operations.  We had $5,000 in revenue for the three and nine months ending December 31, 2011.  For the period from inception to December 31, 2012 we have incurred total expenses of $137,894 and have accrued a net loss from operations of $132,894.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.


ITEM 4. CONTROLS AND PROCEDURES.


DISCLOSURE CONTROLS AND PROCEDURES


Under the supervision and with the participation of our management, our principal executive officer who is also our principal financial officer is responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal quarter covered by this report.  Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission



10





reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared.  Based on this evaluation, our principal executive officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of December 31, 2012.


There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.



11





PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.


The Company is not currently subject to any legal proceedings.  From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant.  There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.


ITEM 1A. RISK FACTORS


As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.


None.


ITEM 4.  MINE SAFETY DISCLOSURES.


Not applicable.


ITEM 5.  OTHER INFORMATION.


None.


ITEM 6.  EXHIBITS.


(a)  Exhibits required by Item 601 of Regulation SK.


Number

 

Description

 

 

 

31.1

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1

 

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




12






SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

MASSIVE DYNAMICS, INC.

 

(Name of Registrant)

 

 

Date:  February 13, 2013

By:

    /s/ Oscar Hines

 

 

 

Name: Oscar Hines

 

 

Title: President and Chief Executive Officer, principal executive, financial officer and principal accounting officer




13