UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~(MARK~~[ ~~ONE~~] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013

[ ] ~~QUARTERLY~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from ____to____

~~For~~Commission ~~the~~File ~~quarterly~~Number: ~~period ended December 31, 2012~~000-51465

OR Massive Dynamics, Inc.

[ ] 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~~4812	45-0836120
(State or other jurisdiction of	(I.R.S. Employer
(State or jurisdiction of incorporation or organization)	Primary Standard Industrial Classification Code Number	IRS Employer Identification Number
incorporation or organization)	Identification No.)

~~19925~~1057 ~~Stevens~~East ~~Creek~~Henrietta ~~Blvd. Suite 100, Cupertino, CA 95014~~Rd

~~(Address of principal executive offices~~Rochester, ~~zip~~New ~~code)~~York 14623

(~~408)~~Address ~~973-7857~~of principal executive offices)

~~(Registrant’s telephone number, including area code)~~ 800-962-5650

~~_________________________________~~(Issuer’s telephone number)

Indicate by check mark whether the issuer (~~Former~~1) ~~name,~~has ~~former~~filed ~~address~~all ~~and~~reports ~~former~~required ~~fiscal~~to ~~year~~be filed by Section 13 or 15(d) of the Exchange Act during the past 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. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if ~~changed~~any, ~~since~~every ~~last~~Interactive ~~report~~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). [X] Yes [ ] No

Indicate by check mark whether the ~~issuer~~registrant ~~(1)~~is ~~has~~a ~~filed~~large ~~all~~accelerated ~~reports~~file, ~~required~~an toaccelerated befiler, ~~filed~~a bynon-accelerated ~~Section~~filer, 13 or ~~15(d)~~a ofsmaller ~~the~~reporting ~~Securities~~company. ~~Exchange~~See ~~Act of 1934 during~~ the ~~preceding~~definitions 12of ~~months~~“large ~~(or~~accelerated ~~for~~filer,” ~~such~~“accelerated ~~shorter~~filer” ~~period~~and ~~that~~“smaller ~~the~~reporting ~~registrant~~company” ~~was~~in ~~required~~Rule ~~to file such reports), and (~~12b-2) ~~has~~of ~~been subject to such filing requirements for~~ the ~~past~~Exchange ~~90 days~~Act.

~~Yes~~Large accelerated filer [X ] No Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~shell ~~and~~company ~~posted~~(as ondefined ~~its~~in ~~corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to~~ Rule ~~405 of Regulation S~~12b-T2 ~~(§232.405~~ of ~~this chapter) during~~ the ~~preceding~~Exchange ~~12 months (or for such shorter period that the registrant was required to submit and post such files~~Act). [ ] Yes [X] No

~~Yes~~As ~~[X] No~~of ~~[ ]~~August 22, 2013, there were 42,475,000 shares of the issuer's $.001 par value common stock issued and outstanding.

~~Indicate~~TABLE byOF 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):CONTENTS

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company)


PART I FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4.	Controls and Procedures	14
PART II OTHER INFORMATION

Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information	15
Item 6.	Exhibits	15

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.

~~MASSIVE~~PART ~~DYNAMISC,~~I ~~INC.~~- FINANCIAL INFORMATION

MASSIVE DYNAMICS, Inc. (A Development Stage Company) CONDENSED FINANCIAL STATEMENTS June 30, 2013 Unaudited

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.

~~PART~~CONDENSED I.BALANCE SHEETS 5 CONDENSED STATEMENTS OF OPERATIONS 6 CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) 7 CONDENSED STATEMENTS OF CASH FLOWS 8 NOTES TO UNAUDITED CONDENSED INTERIM AUDITED FINANCIAL ~~INFORMATION~~STATEMENTS 9

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

Massive Dynamics, Inc. (A Development Stage Company) Statements of Operations (unaudited)
MASSIVE DYNAMICS, Inc.
			9-mo period		9-mo period		3-mo period		3-mo period		From Inception
(A Development Stage Company)
			ending on		ending on		ending on		ending on		on March 15, 2011
CONDENSED BALANCE SHEETS
			December 31, 2012		December 31, 2011		December 31, 2012		December 31, 2011		through December 31, 2012
Unaudited
Revenue		$	0	$	5,000	$	0	$	5,000	$	5,000
			June 30, 2013		March 31, 2013
Expenses
ASSETS
	General and Administrative		47,806		461		46,627		461		49,022
CURRENT ASSETS
	Professional Fees		31,974		9,680		5,259		3,287		49,588
Cash		$	21,328	$	5,862
	Professional Fees - Related Party		22,500		4,250		17,500		1,750		34,250
Prepaid expenses			510,254		-
	Total Expenses	$	102,280	$	14,391	$	69,386	$	5,498		132,860
Inventory			22,845		22,846
	Interest Expense		(5,034)		-		(5,034)		-		(5,034)
TOTAL CURRENT ASSETS		$	554,427	$	28,707
	Provision for Income Taxes		-		-		-		-		-
FIXED ASSETS
Net Income (Loss)		$	(107,314)	$	(9,391)	$	(74,420)	$	(498)		(132,894)
Plant & Machinery, net of $2,822 depreciation			22,578		24,694
Basic and Diluted
TOTAL FIXED ASSETS		$	22,578	$	24,694
	(Loss) per Share	$	(0.00)		(0.00)		(0.00)		(0.00)
TOTAL ASSETS		$	577,005	$	53,402
	Weighted Average
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
	Number of Shares		50,000,000		100,000,000		50,000,000		100,000,000
CURRENT LIABILITIES
The accompanying footnotes are an integral part of these financial statements
Accounts payable and accrued liabilities		$	18,564	$	21,036
Loan payable			435,000		365,000
Accrued interest on loan payable			23,745		13,558
TOTAL CURRENT LIABILITIES		$	477,309	$	399,594
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
42,475,000 shares at June 30, 2013 & 50,000,000 at March 31, 2013		$	42,475	$	50,000
Additional Paid in Capital			5,042,129		(9,146)
Deficit accumulated during the development stage			(4,984,908)		(387,046)
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)		$	99,696	$	(346,192)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)		$	577,005	$	53,402
The accompanying notes are an integral part of these financial statements

Massive Dynamics, Inc. (A Development Stage Company) Statements of Cash Flows for period ending June 30, 2012 (unaudited)
MASSIVE DYNAMICS, Inc.
			9-mo Period		9-mo Period		From Inception on
(A Development Stage Company)
			Ended		Ended		March 15, 2011 through
CONDENSED STATEMENTS OF OPERATIONS
			December 31, 2012		December 31, 2011		December 31, 2012
Unaudited
Operating Activities
							Cumulative results
	Net (Loss)		$ (107,314)		$ (9,391)		$ (132,894)
							From inception
	Inventory		$ (24,160)				$ (24,160)
			3 months ended		3 months ended		(March 15, 2011) to
	Expenses Paid by a Related Party		(12,201)		$ 9,416
			June 30, 2013		June 30, 2012		June 30, 2013
	Accounts Payable		3,192				11,536
REVENUE
	Shares Issued for Services		20,000				25,000
Revenue		$	-	$	-	$	5,000
	Interest Expense		5,034				5,034
Total Revenue		$	-	$	-	$	5,000
Net Cash Used by Operating Activities			(115,449)		25		(115,484)
EXPENSES
Financing Activities
Inventory abandonment		$	-	$	-	$	26,955
	Advances from 3rd Party Lender		250,000		-		250,000
Amortization of cost of share issue for services			108,496		-		108,496
	Contributed Capital by Former CEO		15,854		-		15,854
Bad Debt			-		-		121,649
Net Cash Provided by Financing Activities			265,854		-		265,854
Office and general			43,062		95		115,827
Investing Activities
Impairment of website costs			-		-		45,900
	Loans under Licensing Agreement - Net of Payments		(121,649)		-		(121,649)
Research & Development			4,425,000				4,425,000
Net Used by Investing Activities			(121,649)		-		(121,649)
Depreciation			2,117		-		2,822
Cash, Beginning of Period			(35)		-		-
Professional fees			9,000		25,215		70,263
Cash, End of Period			$ 28,721		$ 25		$ 28,721
Professional fees - related party			-		-		49,250
SUPPLEMENTAL DISCLOSURES
Total Expenses		$	4,587,675	$	25,310	$	4,966,162
	Non-Cash Activities:
Interest expense			10,188		-		23,745
	Common Stock Issued for Services		$ 20,000		$ -		$ 25,000
Provision for income taxes			-		-		-
The accompanying footnotes are an integral part of these financial statements
NET LOSS		$	(4,597,862)	$	(25,310)	$	(4,984,908)
BASIC AND DILUTED LOSS PER COMMON SHARE		$	(0.11)	$	-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING			42,110,714		100,207,088
The accompanying notes are an integral part of these financial statements

MASSIVE DYNAMICS, INC.


MASSIVE DYNAMICS, Inc.
(A Development Stage Company)
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
From inception (March 15, 2011) to June 30, 2013
Unaudited

							Deficit
	Common Stock						accumulated
					Additional		during the
	Number of				Paid-in		development
	shares		Amount		Capital		stage		Total
Balance on inception, March 15, 2011	-	$	-	$	-	$	-	$	-

Founder's shares issued for services at
$0.00005 per share on March 21, 2011	100,000,000		100,000		(95,000)		-		5,000

Net loss for the period from inception
to March 31, 2011	-		-		-		(7,785)		(7,785)

Balance, March 31, 2011	100,000,000	$	100,000	$	(95,000)	$	(7,785)	$	(2,785)
Net loss for the year ended
March 31, 2012	-		-		-		(17,795)		(17,795)

Balance, March 31, 2012	100,000,000	$	100,000	$	(95,000)	$	(25,580)	$	(20,580)
Common shares issued for services on
June 29, 2012, at $0.002125 per share	9,422,500		9,422		10,578		-		20,000

Common shares cancelled on
September 10, 2012	(59,422,500)		(59,422)		59,422		-		-

Contributed capital by former CEO			-		15,854		-		15,854

Net loss for the year ended
March 31, 2013							(361,466)		(361,466)

Balance, March 31, 2013	50,000,000	$	50,000	$	(9,146)	$	(387,046)	$	(346,192)
Common shares issued for asset, on
April 16, 2013, at $0.295 per share	15,000,000		15,000		4,410,000				4,425,000

Founder's shares cancelled on
April 16, 2013	(25,000,000)		(25,000)		25,000				-

Common shares issued for services, on
June 14, 2013, at $0.25 per share	2,475,000		2,475		616,275				618,750

Net loss for the period ended
June 30, 2013	-		-		-		(4,597,862)		(4,597,862)

Balance, June 30, 2013	42,475,000	$	42,475	$	5,042,129	$	(4,984,908)	$	99,696

On September 17, 2012 the company had a 20:1 forward split, which has been retrospectively reflected above.

The accompanying notes are an integral part of these financial statements

~~(A DEVELOPMENT STAGE COMPANY)~~7

NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTSDecember 31, 2012


MASSIVE DYNAMICS, Inc.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
Unaudited

							March 15, 2011
			3 months ended		3 months ended		(date of inception) to
			June 30, 2013		June 30, 2012		June 30, 2013

OPERATING ACTIVITIES
Changes in:
	Net loss	$	(4,597,862)	$	(25,310)	$	(4,984,908)
	Inventory		-		-		(22,846)
	Bad Debt		-		-		121,649
	Expenses paid by a related party		-		3,655		-
	Accounts payable		(2,472)		1,692		18,564
	Non-cash Research & Development costs		4,425,000		-		4,425,000
	Shares issued for services		108,496		20,000		133,496
	Depreciation		2,117		-		2,823
	Accrued Interest		10,188		-		23,745

NET CASH PROVIDED USED BY OPERATING ACTIVITIES		$	(54,534)	$	37	$	(282,477)

FINANCING ACTIVITIES
	Advances from 3rd party lender		70,000		-		435,000
	Capital contributed by former CEO		-		-		15,854
NET CASH PROVIDED BY FINANCING ACTIVITIES		$	70,000	$	-	$	450,854

INVESTING ACTIVITIES
	Loans under licensing agreements - Net of payments		-		-		(121,648)
	Fixed assets		-		-		(25,400)
NET USED BY INVESTING ACTIVITIES		$	-	$	-	$	(147,048)

NET INCREASE (DECREASE) IN CASH		$	15,466	$	37	$	21,328

CASH, BEGINNING OF PERIOD		$	5,862	$	(35)	$	-

CASH, END OF PERIOD		$	21,328	$	2	$	21,328

Supplemental cash flow information and noncash financing activities:

	Common stock issued for Research & Development	$	4,425,000	$	-	$	4,425,000

	Common stock issued for services	$	618,750	$	20,000	$	643,750

	Income taxes	$	-	$	-	$	-
The accompanying notes are an integral part of these financial statements

~~1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~8

~~Description~~MASSIVE ofDYNAMICS, ~~Business~~Inc. (A Development Stage Enterprise) NOTES TO THE UNAUDITED FINANCIAL STATEMENTS June 30, 2013

~~Massive~~NOTE ~~Dynamics,~~1 ~~Inc.~~– ~~(the~~NATURE ~~“Company”)~~OF ~~was~~OPERATIONS ~~incorporated~~AND ~~under~~BASIS ~~the~~OF 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.PRESENTATION

~~Accounting~~Massive ~~Basis~~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 started generating its first revenues from the business activity of providing services to communication tower operators.

In the opinion of management, the accompanying balance sheets and related interim statements of income and cash flows 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.

Interim results are not necessarily indicative of results for a full year. The information included in this Form l0-Q should be read in conjunction with information included in the Form 10-K.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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~~Advertising

~~The~~Advertising ~~Company~~costs ~~has~~are ~~evaluated~~expensed ~~all~~as ~~recent~~incurred. As ~~accounting~~of ~~pronouncements~~June ~~and~~30, ~~believes~~2013, ~~that~~advertising ~~none~~costs ~~will~~of $35,800 have abeen ~~material~~incurred. ~~effect~~At onMarch ~~the~~31, ~~Company~~2012, $25,169 had been incurred.

~~Use of Estimates~~Property

InThe ~~the~~Company ~~opinion~~does ofnot ~~management,~~own ~~the~~or ~~accompanying~~rent ~~balance~~any ~~sheets~~property. The ~~and~~Company ~~related~~rented ~~statements~~office ofspace ~~income,~~for ~~cash~~the ~~flows,~~six ~~and~~months ~~stockholders'~~from ~~equity~~October ~~include~~1, ~~all~~2012 ~~adjustments,~~through ~~consisting~~June ~~only~~30, of2013 ~~normal~~at ~~recurring~~approximately ~~items~~$1,027 ~~necessary~~per ~~for~~month. ~~their~~The ~~fair~~rental ~~presentation~~agreement inwas ~~conformity~~cancelled ~~with~~in ~~accounting~~June ~~principles~~2013, ~~generally~~resulting ~~accepted~~ in ~~the~~a ~~United~~rent ~~States~~expense of ~~America~~$3,081 ~~("U.S.~~for ~~GAAP"). Preparing financial statements requires management to make estimates and assumptions that affect~~ the ~~reported~~3 ~~amounts~~months ofended ~~assets,~~June ~~liabilities~~30, ~~revenue, and expenses~~2013. ~~Actual results and outcomes may differ from management's estimates and assumptions.~~

~~Earnings~~Fixed ~~(Loss) per Share~~Assets

The ~~basic~~cost ~~earnings~~value ~~(loss)~~of ~~per share are calculated by dividing~~ the Company’s ~~net~~3D ~~income~~printers ~~available~~is to$25,400 ~~common~~and ~~shareholders~~has bybeen ~~the~~depreciated ~~weighted~~at ~~average number of common shares outstanding during the year~~33.34% ~~The diluted earnings (loss)~~ per ~~share~~year, ~~are~~a ~~calculated~~rate bythat ~~dividing~~reflects the ~~Company’s~~3-year ~~net~~useful ~~income~~life ~~(loss) available to common shareholders by the diluted weighted average number~~ of ~~shares outstanding during~~ the ~~year~~assets. The ~~diluted~~value ~~weighted average number~~ of ~~shares~~these ~~outstanding~~assets isat ~~the~~June ~~basic~~30, ~~weighted~~2013 ~~number~~is of$22,578. At ~~shares~~March ~~adjusted~~31, as2013, ofthis ~~the~~value ~~first~~was ~~of the year for any potentially dilutive debt or equity~~$24,694. ~~There~~ ~~are no diluted shares outstanding.~~

~~Advertising Costs~~Inventory

The Company’s ~~policy~~carries ~~regarding~~inventory ~~advertising~~at cost on a first in/first out basis. Inventory is toevaluated ~~expense~~on ~~advertising~~a ~~when~~quarterly ~~incurred~~basis as to salability. ~~The~~On January 24, 2013, the Company ~~had~~purchased ~~not~~1,000 ~~incurred~~battery ~~any~~chargers ~~advertising~~for ~~expense~~$17,565 asand separately packaged for a cost of ~~December~~$8,075, for a per unit cost of $25.64. At June 30, 2013, there were 891 units with a value of $22,846. The value of these units at March 31, ~~2012~~2013 ~~and~~was ~~2011~~$22,846.

Stock Issued for Services

On June 14, 2013 the Company issued 2,475,000 shares to various Company advisors at $0.25 per share for a total of $618,750. The agreements with these advisors provide that the services are to be rendered over the course of 6 months (except for one agreement,

which has a term of 4 months). As a result, the cost has been amortized over 6 months, with $108,496 being amortized in the 3 months to June 30, 2013.

Research & Development

During the quarter ended June 30, 2013, the Company purchased a prototype 3D scanner and camera for 15,000,000 restricted common shares valued at $0.295 per share for $4,425,000. As there is no additional use to the prototype other than the research that it is currently being used for, the full cost has been expensed in the quarter to June 30, 2013.

Revenue and Cost Recognition

The Company ~~follows~~had ~~paragraph~~no ~~605-10-S99-1~~source of ~~the FASB Accounting Standards Codification for~~ revenue ~~recognition. The~~in ~~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~~period ~~criteria~~to ~~are~~June ~~met:~~30, ~~(i) persuasive evidence of an arrangement exists~~2013, ~~(ii)~~though ~~the~~in ~~services~~a ~~have~~previous ~~been~~year ~~rendered~~there towas ~~the~~$5,000 ~~customer~~of ~~and~~revenue. ~~accepted~~The ~~by the customer as completed pursuant to~~ Company’s ~~Service~~follows ~~Agreement,~~paragraph ~~(iii)~~605-10-S99-1 ~~all deliverables within any pay points~~ of ~~Service~~the ~~Agreement~~FASB ~~are~~Accounting ~~completed~~Standards inCodification ~~their~~for ~~entirety and (iv) collectability is reasonably assured. Five thousand dollars ($5000) of~~ revenue recognition.

MASSIVE DYNAMICS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE UNAUDITED INTERIM FINANCIAL STATEMENTSDecember 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~~As ~~had~~of ~~$28~~June 30,~~721~~ of2013, ~~cash~~the orCompany had cash ~~equivalents~~on ashand in the amount of ~~December~~$21,328. 31At March 30, ~~2012~~2013, ~~and~~the ~~$35~~Company ~~bank~~had ~~overdraft~~cash asin hand of ~~March 31~~$5, ~~2012~~682.

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~~follows the liability method of accounting for income taxes. ~~pursuant~~Deferred totax ~~the~~assets ~~provisions~~and ofliabilities are recognized for the ~~Accounting~~future ~~Standards~~tax ~~Codification~~consequences ~~740,~~attributable ~~Accounting~~to ~~for~~differences ~~Income~~between ~~Taxes,~~the ~~which~~financial ~~requires~~statement ancarrying ~~asset~~amounts ~~and~~of ~~liability~~existing ~~approach~~assets toand ~~calculate~~liabilities ~~deferred~~and ~~income~~their ~~taxes~~respective tax balances. Deferred ~~The~~tax ~~asset~~assets and ~~liability~~liabilities ~~approach~~are ~~requires~~measured ~~the~~using ~~recognition~~enacted ofor ~~deferred~~substantially enacted tax ~~liabilities~~rates ~~and~~expected ~~assets~~to ~~for~~apply to the taxable income in the years in which those differences are expected ~~future~~to be recovered or settled. Deferred tax ~~consequences~~assets ofare ~~temporary~~reduced ~~difference~~by ~~between~~a valuation allowance when, in the ~~carrying~~opinion ~~amounts~~of ~~and~~management, it is more likely than not that some portion or all of the deferred tax ~~basis~~assets ofwill not be realized. The effect on deferred tax assets and liabilities~~. As~~ of a ~~result~~change ofin ~~the~~tax ~~initial~~rates ~~year’s~~is ~~incurred~~recognized ~~loss~~in income in the ~~deferred~~period ~~tax~~that ~~asset~~includes ~~has~~the ~~been~~date ~~fully~~of ~~reserved~~enactment or substantive enactment.

2Net -Loss ~~GOING~~per ~~CONCERN~~Share

~~The~~Basic ~~accompanying~~loss ~~financial~~per ~~statements~~share ~~have~~includes ~~been~~no ~~prepared~~dilution ~~assuming~~and ~~that~~is ~~the~~computed ~~Company~~by ~~will~~dividing ~~continue~~loss asavailable ato ~~going~~common ~~concern. As~~stockholders ~~shown~~by in the ~~accompanying~~weighted ~~financial~~average ~~statements,~~number ~~the~~of ~~Company~~common ~~has~~shares ~~incurred~~outstanding ~~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~~Dilutive ~~the~~loss ~~nine~~per ~~months~~share ~~ended~~reflects ~~December 31, 2012~~ the ~~Company~~potential ~~was~~dilution ~~able~~of tosecurities ~~secure~~that acould ~~line~~share ~~of credit~~ in the ~~amount~~losses of ~~$250,000~~the ~~to fund ongoing operations~~Company. ~~These~~Because ~~factors raise substantial doubt about~~ the Company’s ~~ability~~does ~~to continue as a going concern until it completes its financing activities. The financial statements do~~ not ~~include~~have any ~~adjustments~~potentially ~~that~~dilutive ~~might~~securities, ~~be necessary if~~ the ~~Company~~accompanying presentation is ~~unable~~only toof ~~continue~~basic asloss aper ~~going concern~~share.

3Recent –Accounting ~~RELATED PARTY TRANSACTIONS~~Pronouncements

~~During~~The ~~the~~company ~~period~~has ~~from~~evaluated ~~inception~~all ~~on March 15, 2011 through June 30, 2012,~~ the ~~Company~~recent ~~entered~~accounting ~~into~~pronouncements ~~Promissory~~and ~~Notes~~believes ~~with~~that ~~the~~none ~~sole officer~~ of ~~the~~them ~~Company,~~will ~~Donald~~have ~~Calabria. The~~a ~~Notes~~material ~~are~~effect ~~for reimbursement of payments made by Mr. Calabria~~ on the ~~Company~~company’s ~~behalf~~financial ~~and as of September 10, 2012 the amount owed was $15,856 and as of March 31, 2012 the amount owed was $12,201~~statement.

OnNOTE ~~September~~3 ~~10,~~– ~~2012~~GOING ~~Mr. Calabria forgave the debt owed in the amount of $15,854. The Company considers the~~ CONCERN

8The 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 June 30, 2013 and has an accumulated deficit of $4,984,908 as of June 30, 2013. The Company has relied upon its officers to fund its ongoing operations to date, and expects to continue to do so. These factors raise substantial doubt about the Company’s ability to continue as a going concern until it completes its financing activities. The Company’s officers intend on borrowing money, restructuring debt, reducing or delaying expenditures and/or increasing ownership equity to ensure the Company continues operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~MASSIVE~~The ~~DYNAMICS~~officers and directors have committed to advancing certain operating costs of the Company, ~~INC.~~including Legal, Audit, Transfer Agency and Edgarizing costs

(ANOTE ~~DEVELOPMENT~~4 ~~STAGE~~- ~~COMPANY)~~THIRD PARTY LOAN PAYBLE

~~NOTES~~On TOJanuary ~~THE~~15, ~~UNAUDITED~~2013, ~~INTERIM~~the ~~FINANCIAL~~Company ~~STATEMENTSDecember~~signed a credit agreement with a third party lender whereby the Company may borrow an amount up to $500,000, repayable one year after the date of the advance, at a 10% rate of interest. At June 30, 2013 and March 31, ~~2012~~2013 the Company had borrowed $435,000 and $365,000 respectively.

~~forgiven amount to be contributed capital and has accounted for it accordingly.~~10

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

4The –Company ~~CREDIT~~has ~~LINE~~determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

OnNOTE ~~September~~6 ~~10,~~– ~~2012~~CAPITAL 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.STOCK

5The ~~– STOCKHOLDERS~~Company’s ~~EQUITY~~total authorized stock is 75,000,000 shares of common stock with a par value of $0.001 per share. No preferred shares have been authorized or issued.

~~The~~On ~~Company~~June ~~has~~30, ~~authorized 75~~2013,~~000,000~~ ~~Common~~the ~~Shares~~Company athad a42,475,000 ~~par~~shares ~~value~~ of ~~$0.001~~common ~~per~~stock ~~share. No~~issued ~~Preferred~~and ~~Shares have been authorized or issued~~outstanding. AsOn ~~of December 31, 2012 and~~ March 31, ~~2012~~2013, ~~there~~the ~~were~~Company had 50,000,000 ~~and~~shares ~~100,000,000~~of ~~(adjusted~~common tostock ~~reflect forward split on September 17, 2012) shares~~ issued and outstanding~~, respectively~~.

On March 21, 2011, 100,000,000 ~~Common~~ shares of common stock were issued to three founders at ~~par~~$0.00005 ~~value~~ for an equivalent of $5,000. ~~Neither~~in ~~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 ~~Shares~~of ~~were~~common ~~issued~~stock atto ~~$0.002125~~Globex ~~per~~Transfer ~~share~~for toprofessional ~~Globex~~services ~~Transfer~~rendered ~~LLC~~towards DTC filing and eligibility. These shares were issued for an equivalent of $20,000 ~~for~~of ~~professional~~ services ~~rendered~~at ~~towards~~$0.002125 ~~DTC~~per ~~filing and eligibility~~share.

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.~~

6On ~~- SUBSEQUENT~~September ~~EVENTS~~17, 2012, the Company effected a 20:1 forward stock split. This split has been retroactively reflected throughout.

~~The~~On April 16, 2013 the Company ~~has~~issued ~~evaluated~~15,000,000 ~~subsequent~~restricted ~~events~~shares ~~from~~of the ~~balance~~Company ~~sheet~~at ~~date~~$0.295 ~~through~~per ~~the~~share ~~date~~to ~~the~~Mr. ~~financial~~Jonathan ~~statements~~J ~~were~~Howard, ~~issued~~to ~~and~~acquire ~~other~~certain ~~than~~prototype ~~those~~3D ~~matters~~technologies. ~~discussed~~Upon ~~below~~conclusion ~~has~~of ~~determined~~this ~~that~~purchase, nothe ~~such~~Company's ~~events~~largest ~~have~~shareholder, ~~occurred~~Kylemore Corp., agreed to return 25,000,000 common shares for cancellation.

~~Credit~~On ~~Agreement~~June 14, 2013, the Company issued 2,475,000 shares to various Company advisors for services, at $0.25 per share.

OnNOTE ~~January~~7 ~~15,~~– ~~2013~~RELATED ~~the~~PARTY 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.TRANSACTIONS

9During the period from inception on March 15, 2011 through September 10, 2012, the Company entered into promissory notes with the original sole officer of the Company, Donald Calabria. The notes are for reimbursement of payments made by Mr. Calabria on the Company’s behalf. As of March 31, 2012 the amount owed to Mr. Calabria was $12,201. On September 10, 2012, Mr. Calabria forgave the debt owed in the amount of $15,854. The Company considers the forgiven amount to be contributed capital and has accounted for it accordingly.

~~ITEM~~NOTE 2.8 ~~MANAGEMENT’S~~– ~~DISCUSSION~~INCOME ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~TAXES

~~The~~We ~~following~~did ~~information~~not ~~should~~provide beany ~~read~~current inor ~~conjunction~~deferred ~~with~~U.S. ~~(i)~~federal ~~the~~income ~~financial~~tax ~~statements~~provision ofor ~~Massive~~benefit ~~Dynamics,~~for ~~Inc.,~~any aof ~~Nevada~~the ~~corporation~~periods ~~and~~presented ~~development~~because ~~stage~~we ~~company,~~have ~~and~~experienced ~~the~~operating ~~notes~~losses ~~thereto~~since ~~appearing~~inception. ~~elsewhere~~Under inASC ~~this~~740, ~~Form~~Accounting ~~10-Q~~for ~~together~~Uncertainty ~~with~~in ~~(ii)~~Income ~~the~~Taxes, ~~more~~when ~~detailed~~it ~~business~~is ~~information~~more ~~and~~likely ~~the~~than ~~March~~not ~~31,~~that ~~2012~~a ~~audited~~tax ~~financial~~asset ~~statements~~cannot ~~and~~be ~~related~~realized ~~notes~~through ~~included~~future inincome the Company’s ~~Amended~~must ~~Form~~allow 10for asthis ~~filed~~future ~~with~~tax ~~the~~benefit. We ~~Securities~~provided ~~and~~a ~~Exchange~~full ~~Commission~~valuation allowance on ~~May~~the 27net deferred tax asset, ~~2011. Statements~~consisting inof ~~this~~net ~~section~~operating ~~and~~loss ~~elsewhere~~carry inforwards, ~~this~~because ~~Form~~management ~~10-Q~~has determined that ~~are~~it is more likely than not ~~statements~~that ofwe ~~historical~~will ornot ~~current~~earn ~~fact~~income ~~constitute~~sufficient “to realize the deferred tax assets during the carry forward~~-looking”~~ ~~statements~~period.

~~OVERVIEW~~The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of June 30, 2013 and 2012 are as follows:

Going Concern


	June 30, 2013	March 31, 2013
Net operating loss carry forward	4,984,908	387,046
Effective Tax rate	35%	35%
Deferred Tax Assets	1,744,718	135,466
Less: Valuation Allowance	(1,744,718)	(135,466)
Net deferred tax asset	$ 0	$ 0.

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.11

WeThe ~~were~~net afederal ~~“shell~~operating ~~company”~~loss ~~until~~carry weforward ~~entered~~will ~~into~~expire ~~Services~~between ~~Agreement~~2032 ~~with~~and ~~Horizon~~2033. This ~~Tower,~~carry ~~LLC~~forward onmay ~~July~~be ~~11,~~limited ~~2011. Accordingly,~~upon ~~comparisons between~~ the ~~current~~consummation ~~period~~of ~~and~~a ~~any~~business ~~other~~combination ~~period~~under ~~are~~IRC ~~not~~Section ~~meaningful~~381.

~~PLAN~~NOTE OF9 ~~OPERATION~~- SUBSEQUENT EVENTS

~~Since~~The ~~inception~~Company wehas ~~have~~evaluated ~~focused~~subsequent ~~the~~events ~~majority~~from ofthe ~~our~~balance ~~resources~~sheet ondate ~~corporate~~through ~~development initiative designed to provide a stable foundation for long-term growth. Upon~~ the ~~conclusion~~date ~~of our corporate development agenda we have turned our focus to locating~~ the ~~latest~~financial ~~cutting~~statements ~~edge~~were ~~products~~issued and ~~technologies~~has determined that ~~are~~no ~~poised~~such ~~for~~events ~~commercialization. Our~~have ~~strategic investments in these products and technologies will allow us the opportunity to stake early ground in emerging high-tech markets~~occurred.

~~Liquidity and Capital Resources~~12

AsItem ~~of December 31, 2012 we had $28,721 cash on hand and had a $35 overdraft for the year ending March 31, 2012~~2. ~~Total~~Management’s ~~current~~Discussion 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~~Analysis ~~for the nine months ended December 31, 2012 and 2011, respectively, with the increase primarily due an expense related to the issuance~~ of ~~shares~~Financial ~~for~~Condition ~~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~~Results ~~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~~Operations.

~~ITEM~~FORWARD-LOOKING ~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~STATEMENTS

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

~~ITEM~~This 4Quarterly Report of Massive Dynamics, Inc., ~~CONTROLS~~on ~~AND~~Form ~~PROCEDURES~~10-Q contains forward-looking statements. Such forward-looking statements contained herein involve risks and uncertainties, including statements as to:

~~DISCLOSURE~~*our ~~CONTROLS~~future ~~AND~~operating ~~PROCEDURES~~results;

~~Under the supervision and with the participation of~~ *our ~~management,~~business 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 prospects;

10*any contractual arrangements and relationships with third parties;

~~reports~~*technological isinnovations ~~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.industry;

~~There were no changes in~~ *the ~~Company’s~~dependence ~~internal~~of ~~controls~~our ~~over~~future ~~financial~~success ~~reporting~~on ~~during~~ the ~~most~~general ~~recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.~~economy;

11*any possible financings; and

~~PART~~*the ~~II. OTHER~~adequacy ~~INFORMATION~~of our cash resources and working capital.

~~ITEM~~These 1forward-looking statements can generally be identified as such because the context of the statement will include words such as we "believe, "anticipate," "expect," "estimate" or words of similar meaning. ~~LEGAL~~Similarly, ~~PROCEEDINGS~~statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this report. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.

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.Operations

~~ITEM~~We 1Awere founded as a Nevada corporation on March 15, 2011. ~~RISK~~The ~~FACTORS~~incorporation effort included the Company issuing 100,000,000 shares (post-split equivalent) of common stock to our founders.

AsThe aCompany ~~smaller~~was ~~reporting~~previously ~~company~~engaged ~~(as defined~~ in ~~Rule~~the ~~12b-2~~business of ~~the~~providing ~~Exchange~~services ~~Act)~~to cellular phone tower companies. The Company then changed its business focus to selling cellular phone accessories. On April 16, 2013, we ~~are~~purchased ~~not~~certain ~~required~~a toprinter ~~provide~~prototype ~~the~~3D ~~information~~scanner ~~called~~and camera valued at $15,000 for 15,000,000 restricted common shares from RV3D, LLC (“RV3D”), a company owned by our CEO, Jonathan Jay Howard. As a result of this ~~Item~~transaction, 1AMr. Howard was named CEO of the Company and we entered the 3D imaging technology business.

~~ITEM~~Our 2independent registered auditors included an explanatory paragraph in their opinion on our financial statements for the period from inception on March 15, 2011 through June 30, 2013 that states that this lack of resources causes substantial doubt about our ability to continue as a going concern. ~~UNREGISTERED~~To ~~SALES~~maintain OFoperations ~~EQUITY~~as ~~SECURITIES~~a ~~AND~~going ~~USE~~concern, OFwe ~~PROCEEDS~~are keeping day-to-day operating costs to a minimum and seeking leads for new revenue opportunities. We hope that we can raise sufficient capital through operations and financing activities to dispel such concerns and qualifications.

~~None~~We have developed technology around an imaging technology known as "structured light" that allows for the rapid capture and processing of the digital signal capture 3D images of objects or real time 3D video of a desired target. Utilizing structured light technology, an object is first placed on a rotating stage that is marked in the edge in degrees for calibration. The subject is then rotated and an initial 360 degree texture image (picture) is taken, followed by the taking of a structured light image in the same manner. A structured light image is a calibrated grid of lines that is projected on the subject. These projected lines deviate as they fall over the subject. An image of these lines is captured. Real View 3D software can extract Z-axis data from these line deviations and a topographical map is created. To image a complete subject, the subject is rotated 360 degrees for the image and then another 360 degree rotation for capturing the structured light for the Z axis map information. The resulting Z-axis map and the image are then fused into a 360 degree renderable image. This image can then be exported into many other formats for viewing.

~~ITEM~~Results 3.of ~~DEFAULTS UPON SENIOR SECURITIES.~~Operations

~~None.~~13

~~ITEM 4. MINE SAFETY DISCLOSURES.~~Revenue

~~Not~~Revenue ~~applicable~~was $0 for the three months ended June 30, 2013 and June 30, 2012. The Company has discontinued its prior business of operating cellular phone towers and entered into the 3D imaging business. We are unsure of the revenues that we may generate from the 3D imaging business, if any.

~~ITEM 5. OTHER INFORMATION.~~Expenses

~~None~~Expenses of operation increased to $4,597,862 in the three months ended June 30, 2013. In June 30, 2012, our operating expenses were $25,310. The greatest factor in this increase was the purchase of the RV3D assets which have been classified as a research and development expense.

~~ITEM~~Net 6.Loss ~~EXHIBITS.~~

~~(a) Exhibits~~Our ~~required~~net byloss ~~Item~~for ~~601~~the three months ended June 30, 2013 was $4,567,862. For the quarter ended June 30, 2012, our net loss was $25,310. The greatest factor in this increase was the purchase of ~~Regulation~~the SKRV3D assets which have been classified as a research and development expense for the quarter ended June 30, 2013.

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.

Liquidity

12As of June 30, 2013, we had cash of $21,328, compared to cash of $5,862 for the quarter ended March 31, 2013.

~~SIGNATURES~~We have an agreement with Infinite Funding, Inc. (“Infinite”) whereby we can borrow up to $500,000 by putting promissory notes to Infinite. At June 30, 2013, we had borrowed $435,000 under this agreement. These loans have a maturity of one year and carry an interest rate of 10% per year.

~~Pursuant~~Off-Balance toSheet ~~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.~~Arrangements

	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

We have no off-balance sheet arrangements as of June 30, 2013.

13Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Because the Company is a smaller reporting company, it is not required to provide the information required by this Item 3.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. . Based upon the evaluation by our principal executive and principal financial officer, of those controls and procedures, performed as of the end of the period covered by this report, our principal executive and principal financial officer concluded that our disclosure controls and procedures were not effective due to our over reliance on consultants in our accounting and financial statement closing processes. To address the need for more effective internal controls, management has plans to improve the existing controls and implement new controls as our financial position and capital availability improves.

Changes in internal controls

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently a party to any legal proceedings. From time to time in the future, we may be party to various legal proceedings.

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in the Company’s Form 10-K filed with the Commission on August 15, 2013, which risk factors are incorporated by reference herein. Investors are encouraged to read and review the risk factors included in the Form 10-K prior to making an investment in the Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On April 16, 2013, the Company issued 15,000,000 restricted shares of the Company to Mr. Jonathan J. Howard to acquire the RV3D assets.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibit No.

Description

3.1

Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Form 10 filed on May 2, 2011)

3.2

By–Laws (incorporated by reference to Exhibit 3.2 filed to our Form 10 filed on May 2, 2011)

10.1

Services Agreement between the Company and Horizon Towers, LLC, dated July 11, 2011 (incorporated by reference to Exhibit 10.1 of our Form 10 filed on May 2, 2011)

10.2

Independent Contractor Agreement dated as of November 8, 2011 with Charles White (incorporated by reference to Exhibit 10.2 of our Form S-1/A filed on November 21, 2011)

10.3

Asset Purchase Agreement dated April 16, 2013 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on May 8, 2013)

10.4

Master Credit Agreement with Infinite Funding, Inc. (incorporated by reference to Exhibit 10.4 to our Form 10-K filed on August 15, 2013)

31.1

Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

Date: August 22, 2013	By:	/s/ Jonathan Jay Howard
		Jonathan Jay Howard
		Chief Executive Officer, Chief Financial Officer, and sole director (Principal Executive Officer and Principal Financial Officer)

Filing Compare · Massive Dynamics, Inc.