8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

___________

FORM 8-K

___________

CURRENT REPORT

Pursuant To Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2008

MAXLIFE FUND CORP.

 (Exact Name of Registrant as Specified in Charter)

Wyoming
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

160 Tycos Drive, Unit #112 Toronto, Ontario Canada	M6B 1W8
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (866) 752-5557

(Former Name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On March 27, 2008, Maxlife Fund Corp. (“Maxlife”), and 1323545 Alberta Inc. (“DeLaet”) entered into a Commitment Agreement (the “Agreement”) whereby DeLaet has agreed to market the Maxlife preferred share offering on a non-exclusive basis, to be undertaken by the Company and DeLaet and Maxlife have agreed to enter into a service and profit sharing agreement regarding management of Life Settlement portfolios.  Some of the main commitments of the Agreement include:

1.   DeLaet has committed to source and manage a portfolio of life settlement funds in accordance to guidelines developed by Maxlife, and DeLaet.

2.   DeLaet has also agreed to promote the preferred share offering of Maxlife through Focused Money Solutions Inc.

3.   Maxlife has committed to establish an offering to be sold both outside and inside the US of the preferred shares, and receive and process subscriptions for all preferred shares investors brought in through Focused Money Solutions, Inc.

Item 9.01 Financial Statement and Exhibits.

(a)	Financial Statements of Business Acquired.
	Not applicable.
(b)	Pro Forma Financial Information.
	Not applicable.
(c)	Exhibits.
	10.1 Commitment Agreement

SIGNATURE

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 hereunto duly authorized.

	MAXLIFE FUND CORP.
Dated: March 31, 2008	By:	/s/ Bennett Kurtz
		Name: Bennett Kurtz
		Title: President, Chief Executive Officer, Chief Financial Officer, and Director

EX-10.1

COMMITMENT AGREEMENT made this 27th day of March 2008:

Between:

1323545 Alberta Inc. (DeLaet)

Head Office located at Suite 410, 800-6th Avenue SW

Calgary, Alberta, Canada

T2P 3G3

- AND - -

MaxLife Fund Corp  (MaxLife)

(A Wyoming Corporation)

160 Tycos Dr. Unit #112

Toronto, ON

M6B 1W8

WHEREAS DeLaet has the knowledge and capacity to manage portfolios of Life Settlement policies,

WHEREAS DeLaet has agreed to market the MaxLife preferred share offering of MaxLife,

WHEREAS DeLaet and MaxLife have agreed to enter into a service and profit sharing agreement, regarding management of Life Settlement portfolios.

AND WHEREAS MaxLife has the knowledge and capacity to make this preferred share a public offering:

THE PARTIES HERETO AGREE AS FOLLOWS:

A.   Commitment from DeLaet:

1.      Source and manage a portfolio of life settlement funds in accordance to guidelines developed by MaxLife and DeLaet

2.      Promote the preferred share offering through Focused Money Solutions Inc.

3.      Discontinue further issuances of the LP structure of Focused Life Settlements.

4.    Offer a future conversion option to the existing LP holders that maintains the tax benefits of the LP structure and is in the best interests of the LP unit holders, at a future General meeting of the LP.

5.    Assist MaxLife with one off large sales of Life settlement portfolios.

6.    Assist MaxLife in establishment of any leveraging opportunities through the business relationships established by DeLaet.

7.    Facilitate in the trade in life settlement portfolios to maximize profitability of MaxLife.

8.    Pay for administration expense in running the management of life settlement policies.

9.      Pay to sub brokers, agents and investment firms an appropriate commission and according to the commission received.

10.  Agree to sit on the Board of Directors of Max Life.

11.  Agree with MaxLife and DeLaet to operate and track separately the Life Settlement portfolios that were purchased from funds raised through Focused Money Solutions Inc., and have a management agreement with 1323545 Alberta Inc. to share in the profits of Life Settlement portfolio’s as agreed to in B below.

B.   Commitment from MaxLife:

1.   File the necessary paperwork to list the preferred shares of MaxLife on the OTC-BB in the United States of America;

2.   Respond to all questions from the OTC-BB;

3.   Engage other entities in raising of capital for the preferred share offering.

4.   Establish a Canadian and US offering of the preferred share.

5.   Pay a gross commission of 8% on all sales to DeLaet for sales that Delaet brings into MaxLife.

6.   Pay 2% of all sales as a warrant, 1% at $25/share and 1% at $30 per share good for 5 yrs from issue to DeLaet

7.   Pay DeLaet 50% of realized profits from the management of life settlement portfolio according to the investment moneys brought in by DeLaet or sub brokers, agents, and agencies of DeLaet.

8.   Pay DeLaet 25% of realized profits from the management of life settlement portfolio according to the investment moneys brought in by MaxLife or sub brokers, agents and agencies of MaxLife and only for the investment moneys that MaxLife wishes DeLaet to manage.

9.   Arrange to pay the 10% dividend to all investors of the Preferred share.

10.   Receive and process subscriptions from DeLaet for all preferred share investors.

SIGNED this 27th day of March, 2008:

WITNESSES:	1323545 Alberta Inc.
	Per:
/s/  Not legible	/s/  Victor DeLaet
Name:	Victor DeLaet - President
	MaxLife Funds Corp
	Per:
/s/  Not legible	/s/  Bennett Kurtz
Name:	Bennett Kurtz, President and CEO