SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2008

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File No. 333-138298

MAXLIFE FUND CORP.

(Name of small business issuer in its charter)

WYOMING
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

45 Sheppard Avenue East, Suite 900 North York, Ontario Canada	M2N 5W9
(Address of principal executive offices)	(Zip Code)

1-866-752-5557

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:
Title of each class registered:	Name of each exchange on which registered:
None	None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001 (Title of class)

Indicate by check mark whether the registrant (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 xNo o

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes   o   No x

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an 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.

Large accelerated filer                                                  o                                           Accelerated filer                                                      o

Non-accelerated filer                                                    o                                           Smaller reporting company                                    x

(Do not check if a smaller reporting company)

Revenues for year ended August 31, 2008: $330,000

Aggregate market value of the voting common stock held by non-affiliates of the registrant as of November 28, 2008, was: $218,247,608

Number of shares of the registrant’s common stock outstanding as of December 15, 2008 was: 30,303,168

Transitional Small Business Disclosure Format:                                                                      Yes o                                No x

The Transfer Agent for the Company is First American Stock Transfer.

TABLE OF CONTENTS

PART I
ITEM 1.	DESCRIPTION OF BUSINESS	1
ITEM 1A.	RISK FACTORS	7
ITEM 1B.	UNRESOLVED STAFF COMMENTS	10
ITEM 2.	DESCRIPTION OF PROPERTY	10
ITEM 3.	LEGAL PROCEEDINGS	10
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	10
PART II		10
ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	10
ITEM 6.	SELECTED FINANCIAL DATA	11
ITEM 7.	PLAN OF OPERATIONS	11
ITEM 8.	FINANCIAL STATEMENTS	F-
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	16
ITEM 9A.	CONTROLS AND PROCEDURES	16
PART III		17
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	17
ITEM 11.	EXECUTIVE COMPENSATION	19
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	20
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	20
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	20
PART IV		21
ITEM 15.	EXHIBITS	21
SIGNATURES		22

PART I

ITEM 1.DESCRIPTION OF BUSINESS

Business Development

MaxLife Fund Corp. (the “Company”, “MaxLife”, “we”, “us” or “our”) was incorporated in the State of Wyoming on January 9, 2006.  On August 31, 2006, pursuant to the terms of a stock purchase agreement by and among us, 1254450 Ontario Ltd. (“1254450”), and the shareholders of 1254450 (“Shareholders”), we acquired all of the then issued and outstanding preferred and common shares of 1254450 for a total of $5,000 worth of our common stock to be issued at such time as our shares are approved for listing on a public market exchange.  Pursuant to the agreement 1254450 became our wholly owned subsidiary.

Business of Issuer

General

MaxLife Fund Corp. is concentrating on three major components of the Life Settlement sector; (1) to invest and trade policies for our own inventory, (2) to obtain ownership in companies in the life settlement industry and (3) to build a large portfolio by demand for institutional buyers. MaxLife Fund Corp. is positioning itself to grow with the industry and expand its operation to become one of the leaders in the Life Settlement sector.

We have been in discussion with owners of portfolios and some of our attempts to purchase these portfolios were either unacceptable and /or did not meet our criteria or objectives. They would not achieve the required rate of return or potential gains we are seeking.

We plan to purchase or fund life policies of individuals. Our goal is to have a large number of policies under our administration. We expect to either sell or trade such policies at a profit or maintain the policies until maturity. We may also lend against individual or groups of policies and thereby earn an interest spread on the loaned funds.

Depending on the nature of the policyholder, we will provide one of two types of settlements. A “viatical settlement” is the sale of a life insurance policy by a terminally ill person to another party. By selling the policy, the insured (a viator) receives an immediate cash payment to use as he or she wishes. In this case, we take an ownership interest in the policy at a discount to its face value and receive the death benefit under the policy when the viator dies. A “life settlement” differs from a viatical settlement in that the insured is not terminally ill and focuses on healthy seniors. The life policy holder is typically 65 years of age or older, and has a life expectancy of ten years or less. Life settlements are an attractive transaction to persons who purchased life insurance for income protection or estate planning, but no longer need the insurance due to growth in their investment portfolios or other changes in life circumstances. Life settlements also appeal to persons who want to make immediate gifts to their beneficiaries. In these instances, the insured may feel the insurance is no longer needed. Since the market for viatical settlements has grown to include life expectancies that are often associated with life settlements and the age and medical condition of many life settlers gives them a life expectancy that is the same as many viators, the distinction between these two market segments has diminished and the markets have largely merged. We expect to target both terminally ill policyholders as well as non-terminally ill policyholders over the age of 65.

We are a development company. We will require additional funds to implement our business plan. There is no assurance that we will be able to obtain additional funding through the sales of additional equity securities or that such funding, if available, will be obtained on terms favorable to or affordable by us.

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Industry Analysis

We believe that life settlements are receiving significant attention from insurers whose policies are being transferred, from brokers and providers seeking financial gain from these transactions, and from lenders, mostly institutional, seeking to enhance their return by investing in viaticals and life settlements.

An insured whose life expectancy has deteriorated since policy issue is more attractive to a life settlement lender who is looking to minimize the wait to receive the policy death benefit. As a result of reviewing the insured’s medical records, the life settlement lender will have much more current information regarding the insured’s life expectancy that the insurer, which likely last reviewed the medical information when the policy was issued. However, at the present time, non-forfeiture regulations do not permit insurers to differentiate cash surrender values based on current life expectancy, creating the opportunity for life settlement providers to offer more for a policy, on a selective basis, than the insurer is able to pay.

The financial performance of a life settlement is driven by the relationship of the actual future lifetime of the insured after policy purchase and the expected future lifetime upon which the life settlement offer was calculated. The purchaser balances the present value of the death benefit, at an interest rate that provides it with an acceptable return for the risk being assumed, against the up-front payment for the policy, the amount of commissions, fees, and expenses required by the transaction, and the sum needed to fund continuing premium payments. Given that there is a reasonable distribution of the actual future lifespan of the insureds around what was expected at policy purchase, the life settlement Lender will realize a return from the transactions that is at least close to what was targeted. On some of the policies that were purchased, returns greater than what was assumed will be achieved, which balance out lower-than-expected returns on others.

However, when individuals seek to evaluate a life settlement offer against the ultimate value to be found from keeping the policy, they do not know the length of their future lifetime. For some of them, keeping the policy will provide a greater financial reward. For others, accepting the life settlement will produce a better outcome. This suggests that the position adopted by some industry observers that it is always better to retain the policy is not correct.

Compensation

As with many life insurance product trends, the financial interest of producers is a powerful factor. Sales trends develop as agents and brokers learn new ways to serve their clients, and generate income for themselves in the process. Life settlement transactions supply life agents and brokers with a new tool to serve clients, and provide additional sources of income for themselves. These include fees generated from the settlement itself, which can be substantial and new commission streams that result from additional policies funded with the proceeds of the life settlement transaction.

There are no externally imposed compensation standards that control what a life settlement broker, who arranges the sale of a policy, and the life agent or financial advisor, who brings the particular client to the transaction, might receive. However, a competitive market generally brings its own discipline, and typical compensation levels are evolving.

Value of the Death Benefit

The strongest industry reaction has been to focus the attention of policy owners who might be considering a life settlement on the value of the policy death benefit. Their argument suggests that the life policy is likely one of the insured’s most valuable assets. If a current need for capital or a concern for the cash flow necessary to maintain premium payments is motivating the settlement, they would suggest selling other assets before the life policy, or working out an arrangement with the beneficiary or another interested party to assist with premium payments.

In any analysis of a life settlement, factors particular to the current situation of the individual insured provide the foundation for the discussion. One key issue is balancing current wants/needs and future considerations. It can be as simple as deciding if the insured wants to take advantage of the policy values or is willing to let them accrue to a third party following his/her death. Risk tolerance is an issue, as is the factor used to equate a current settlement offer versus future policy values.

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A simple model demonstrates that the value received by holding the policy will vary relative to the settlement offer made on the policy. Keeping the policy may be better, or it may provide less than the settlement offer. Unfortunately, at the time the offer is made, the insured does not know which alternative will apply.

Other Insurable Interest Issues

Other programs, often with insurable interest issues or arbitrage opportunities similar to life settlements, are included in a discussion of life settlements. These include LILAC (life insurance life annuity contracts) programs, non-recourse premium financing, and blocks of new policies purchased with a settlement transfer in mind. Each is likely to erode profitability for the insurers involved.

By notifying their distributors they are not interested in issuing such policies, and by establishing appropriate underwriting techniques to avoid issuing such policies, insurers should be able to minimize the negative impact.

Coverage Types

Individually sold life policies are the primary source of life settlement transactions. The initial purpose of the insurance was often to provide financial protection. In others, the initial beneficiary, often the spouse, has predeceased the insured. Absent a secondary purpose for the insurance, a life settlement may seem like a logical alternative.

Business insurance policies (buy-sell, keyman, etc.) can provide additional life settlement opportunities. Policies purchased to fund buy-sell programs may no longer be needed after one or more of the original owners have left the firm. Policies used to provide keyman coverage may become superfluous after the insured has retired or otherwise dropped out of active participation in the business.

Small and midsize executive benefit plans funded with life insurance contracts may be another group of likely targets for life settlements providers. This becomes more likely in situations where corporate operations are being restructured, such as following a sale or a bankruptcy, or where an infusion of cash is needed to address a pressing business issue. Self-administered plans, using individual rather than aggregate funding that do not maintain an ongoing relationship with the life agent or broker that sold the plan are more likely to be targets.

The potential reduction in the estate tax might make insurance purchased with that purpose in mind a likely target were it not for the fact that much of the life insurance purchased to fund estate taxes is owned by trusts. Working with a trustee is likely to introduce sufficient extra complication to the transaction to deter some life settlement providers. Others try to distinguish themselves by touting their ability to work with trustees.

Other business insurance programs where regulations, such as tax laws, have changed since the policies were purchased may also be likely candidates for life settlements. For example, many insureds are unsure of how to handle policies purchased under the old split-dollar rules, now that some of those rules have changed.

Target Market

Emerging demographic trends serve as a facilitator for growth in life settlement activity. The oldest members of the Baby Boomer generation are now approaching 60 years old. This is not yet old enough to fit within the target market profile of life settlement providers, currently focused on ages over 70. However, anticipation of the potential of the Baby Boomer generation as a source of policies available for settlement has motivated life settlement providers to refine their business model in order to be in position to take advantage of this emerging demographic phenomenon. Not only will the Boomers provide a substantial increase in the senior population, but also they may be more receptive to life settlements when their ages become more attractive to life settlement providers to the extent that the current promotion of life settlements makes this option more familiar to them.

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Minimally funded UL (universal life) contracts are the primary target of life settlement providers. The low funding level generates only small cash surrender values, making it easier for the settlement offer to look attractive to the insured. In addition, the flexible funding aspect of a UL contract allows the provider to adjust its premium-payment pattern to take future interest rates into consideration, optimizing the provider’s return. Aggressively priced UL contracts provide additional potential gain, in that lower mortality and/or higher lapse assumptions used in policy pricing, maximizing the arbitrage. One drawback of minimally funded UL contracts is that they have little cash value available for paying ongoing mortality charges, which increase sharply as the insured ages.

Whole life contracts are not as attractive, although they are subject to some life settlements. They generally have a much higher cash surrender value, increasing the amount the Lender must pay and/or reducing the excess value that a life settlement broker is able to provide. They also have much less flexibility in the amount and timing of future premium payments.

VUL (variable universal life) policies, to the extent that the policy has a fixed income option that produces returns comparable to what can be achieved with UL, can be attractive to life settlement providers. However, expense charges are normally higher than on UL, and, as a registered product, there is concern for the additional regulatory oversight. The VUL contract has the same flexibility in future premium payments that help to make UL the current product of choice. More settlements involving VUL are likely as fewer of the easier-to-settle UL policies remain available.

There is some life settlement activity on level-premium term products as well, although there are some additional hurdles that need to be addressed. Generally speaking, in order to avoid insureds who might live beyond the guaranteed period, life settlement providers will not be interested unless the remaining period on the term contract is at least twice as long as the estimated life expectancy of the insured. Convertible term policies, where policy provisions permit the term contract to be exchanged for a permanent policy, can be sold. However, the life settlement provider will need to examine the policy form to which the term policy can be converted, the future premium stream on that policy, and the control the insurer has in approving the conversion.

Finally, convertible group products, where the insured is allowed to convert the group insurance to an individual policy, may be available for life settlement, assuming the insured has control of the election to convert the coverage and the transfer to a third party. The life settlement provider will need to be comfortable with the same list of things as with convertible term.

Market Size

Currently, the market can be described as follows:

·   Estimated $431 billion of life insurance in force.

·   88% of universal life policies never result in a claim.

·   More than $17 billion worth of Life Settlements transactions will take place this year.

·   Sanford C. Bernstein & Co. estimated the life settlements market will grow to over $160 billion by the year 2030.

·   Life settlements are not correlated to other financial markets so they differ from investing in shares, property, cash and fixed Interest.

·   The low volatility of the underlying investment (the face value of life policies) means they are not impacted by fluctuating stocks and bond markets, rising interest rates or oil prices, global economic instability or business cycles.

·   Life insurance policies are capital stable so when a policy is bought the benefit is known.

·   Yield is determined by time and not by market forces, so it’s not a question of if a return will be paid, but when it will be paid.

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Life settlement providers compete with one another and, therefore, there is a tendency to be optimistic when reporting results. In addition, there is an additional segment of the market that operates below the radar screen, dealing in private transactions that are rarely noticed. Complete and accurate historical data were not available when earlier estimates of market size were made and that data is still not easy to obtain.

Lenders

Observers of the current situation in the life settlement market characterize it as lender capital chasing available policies - i.e., that there is more money currently available to fund policy purchases than there are available policies to be purchased. As such, and keeping the magnitude of the capital being invested in mind, it suggests just how far things have come since the late 1990s. Institutional Lenders, using a broad definition of that term that includes hedge funds, have replaced individuals and are a major factor of this evolution.  Investment bankers are involved, including Deutsche Bank and UBS making investments from their own funds and facilitating the process for groups of other Lenders. Several major U.S. life insurers are also significant Lenders in life settlements, providing them with an opportunity to offset potential underwriting losses if their own policies are purchased with investment gains from the business they purchase.

Insured mortality, the driver of life settlement profitability, is perceived to be uncorrelated to other major drivers of investment return, such as economic conditions, interest rates, or equity market performance. Historically, the high and uncorrelated returns that have been available have attracted a surfeit of capital.  Closed-end German investment funds are reported to be the largest group of Lenders in U.S. life settlements. German interest has been driven, in large part, by the favorable tax treatment participants receive on life insurance investments.  The tax regulations changed in midyear 2005 and even though the German funds have tried to use leverage to offset the higher taxes, the volume of new investment has dropped off.

In October 2005, the Financial Accounting Standards Board clarified the accounting treatment of life settlement transactions. Historically, life settlement Lenders had been required to value policies purchased using their cash surrender value. Because the policies are purchased for amounts in excess of surrender value, often several times the surrender value, this caused the purchaser to report a loss at the time of purchase. New accounting guidance permits the use of either an investment method or the fair value of the purchased policy. This is likely to open the market to additional institutions (trusts and pension funds, for example) that have been kept on the sidelines by internal investment restrictions.

Institutional Lenders and the more rigid management routines they bring are perceived to be good for the life settlement market. Because the identity of insureds is often not revealed to the Lender, participants can have less concern for their own privacy and that some individual may profit from their death.

Securitization is a potentially important aspect of institutional Lender participation. “Death bonds,” as they have been referred to pejoratively, are asset-backed securities, with the death benefit from purchased life insurance policies as the revenue stream. Several securitizations of the life settlements have been attempted, with limited success to date. Getting credit reporting agencies to understand these bonds, buy into the underlying underwriting and pricing of the risks, and assign ratings to them is one hurtle. Completing the funding for the transaction on a timely basis is an additional concern. Dignity Partners completed a securitization of viatical policies in 1995, a life settlement institutional sources of capital, which helps by bringing additional legitimacy to this maturing marketplace.

Life settlements are on the radar screen of many institutional Lenders. Those include major investment banks (including Deutsche Bank and UBS), with a mix if investments for their own account and the coordination of third - party investments. Hedge funds of various sizes and nationalities, and a number of major life insurers. (AIG is the largest insurer investing in the U.S. market), are other sources of life settlement capital. Faced with an uncertain economy and low interest rates, at least at the long - term end of the spectrum, investing in life settlements presents an attractive alternative.

The timing of the actual versus expected mortality is the major driver of returns on life settlement investments. This differs from the profitability to the insurer of the product itself, where the investment return on the assets underlying the product is a major determinant. The life settlement Lender receives the policy proceeds at the death of the insured, and recovers the amount advanced to fund the life settlement. The return on the amount invested will vary depending on the timing of the actual death relative to what had been assumed in determining the amount to pay for the policy. Because fluctuations in actual versus expected mortality are not related to other measures of economic activity, life settlements provide uncorrelated returns to Lenders.

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Historically, 15% annual returns, or higher, were commonplace on life settlement investments. Increasing competition has caused returns to drop somewhat. However due to the current market conditions our research suggests that 12%-15% is achievable as of November 2008, but that some transactions priced to yield less than that. By adjusting the amount of the settlement payment for a given estimated life expectancy, the life settlement Lender can select the expected return on its investment, constrained, of course, by current marketplace conditions.

Life settlements, priced to yield 12% or 15% returns, are quite attractive when compared with the 5.25% yields currently available on A-rated 10-year corporate bonds. The likelihood that the actual return on a life settlement would drop to this level is small. For the return on a transaction with a seven-year life expectancy, priced to yield 12%, to drop to 5.25%, the insured would have to live for almost 13 years, which has a probability of approximately 15%.

Employees

We currently have no employees other than Bennett Kurtz, our sole officer and director.

Industry Regulation and Taxation

General

When the life settlement market was first established, it was sparsely regulated. Due in part to abuses within the industry, which were well-publicized, the federal government and various states moved to regulate the market in the mid-1990’s. These regulations generally took two forms. One sought to apply consumer protection-type regulations to the market. This application was designed to protect policyholders and purchasers. Another sought to apply securities regulations to the market, which was designed to protect purchasers. Various states have also used their insurance regulations to attack instances of insurance fraud within the industry.

Consumer Protection Licensing

The consumer protection-type regulations arose largely from the draft of a model law and regulations promulgated by the National Association of Insurance Commissioners (NAIC). At least 35 states have now adopted some version of this model law or another form of regulation governing life settlement companies in some way. These laws generally require the licensing of providers and brokers, require the filing and approval of settlement agreements and disclosure statements, describe the content of disclosures that must be made to insureds and sellers, describe various periodic reporting requirements for settlement companies and prohibit certain business practices deemed to be abusive.

Securities Regulations

Some states and the Securities and Exchange Commission have attempted to treat life settlements as securities under federal or state securities laws and have successfully done so in circumstances in which the transactions were structured as securities.  No state or federal regulatory body or private litigant has successfully asserted that our life settlement transactions are securities under state or federal law.  Due to the manner in which we structure our settlements and utilizing in some instances the exceptions and exemptions under securities laws such laws have not limited our business model to a significant extent.

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We believe that a combination of consumer protection-type laws and existing insurance regulations provide an appropriate framework for regulation of the industry.  The widespread application of securities laws would, as a practical matter, prevent us and other life settlement companies from marketing settlements with little or no benefit to purchasers.  Each of our purchasers has represented themselves to be sophisticated individuals or institutions which have little need for the protections afforded by the securities laws.  At this point, the possible application of such laws has not had an adverse material effect on our business but we cannot give assurance that our business would not be materially and adversely impacted by a securities-based action.

Insurance Regulation

As a life settlement company, we facilitate the transfer of ownership in life insurance policies but do not participate in the issuance of policies.  We do not engage in the business of insurance and are not required to be licensed as an insurance company or insurance broker.  We do however, deal with insurance companies and professionals in our business and are indirectly affected by the regulations covering them. The insurance industry is highly regulated, and these regulations affect us in numerous ways.  We must understand the regulations as they apply to policy terms and provisions and the entitlement to, and collectability of, policy benefits.  We rely upon the protections against fraudulent conduct that these regulations offer and we rely upon the licensing of companies and individuals with whom we do business.

Taxation

In 1996, Congress passed the Health Insurance Portability and Accountability Act.  This act exempts from taxation proceeds received in a viatical settlement paid to terminally ill viators (those having a life expectancy of 24 months or less) and chronically ill viators (those who are incapable of at least two daily-living activities, such as eating and bathing, and require supervision).

The act does not exempt the receipt of life settlement proceeds. Life settlement proceeds would typically be taxed as ordinary income to the extent that the proceeds exceed the premiums paid for the insurance policy. However although proceeds from a life settlement transaction can be substantial the amount of settlement often does not exceed the total amount of premiums paid over the years and thus many times the transaction does not result in a taxable event for the seller of the policy.

ITEM 1A. RISK FACTORS

In addition to other information in this annual report on Form 10-K and in the documents we are incorporating by reference, the following risk factors should be carefully considered in evaluating us and our business.  Such factors significantly affect or could significantly affect our business, operating results or financial condition.  This annual report on Form 10-K contains forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995.  Actual results could differ materially from those projected in the forward-looking statements as a result of the risk factors set forth below and elsewhere in this annual report on Form 10-K.

We Are Operating in Evolving Markets that May Be Volatile

Although the market has grown exponentially in the past few years, how and to what extent it will continue to develop is uncertain.  Because there are so few publicly reporting companies in this industry, measuring the market is difficult. As more insureds become aware of life settlements as a financial planning option, we expect the size of the market to grow substantially. As we demonstrate our ability to originate, underwrite and place life settlements with our individual clients, any dramatic growth will depend heavily upon the entry of institutional purchasers and the increase in presentations of policies with face values in excess of $5 million. Whether we can maintain markets for such policies will depend on our ability to attract more institutional and accredited investors and convince these purchasers that we can originate sufficient numbers of qualified policies for purchase and that our policy analysis and pricing practices are sound. Until we attract a sufficient number of institutional clients to provide for consistent and predictable demand in addition to the demand from our individual clients, our financial performance during any period may be materially affected by the entry or departure of one or more of our institutional clients from the market.

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Our prospects must be considered in light of the risks, expenses and difficulties encountered by those attempting to operate in evolving markets. We cannot assure you that we will be successful in addressing the risks we face. The failure to do so could have a material adverse effect on our business, financial condition, and results of future operations.

Our Operating Results in One or More Future Periods Are Likely to Fluctuate and May Fail to Meet Expectations

Our net operating results have fluctuated in the past and may fluctuate significantly in the future depending on purchaser demand for life settlements, brokerage and referral fees, unexpected increases in general and administrative expenses and competition for qualified policies. Because of these or other factors, our operating results may, in some future period, fall below market expectations. In such event, the market price of our securities might fall. Moreover, fluctuations in our operating results may also result in volatility in the market price of our securities.

Our Success Depends on Maintaining Relationships Within Our Referral Networks

We rely primarily upon brokers to refer potential sellers of policies to us and upon financial planners, known as licensees, to refer client purchasers to us. These relationships are essential to our operations and we must maintain these relationships to be successful. We do not have fixed contractual arrangements with the brokers or financial planners, and they are free to do business with our competitors. In addition, the pool of brokers and referring financial planners is relatively small, which can increase our reliance on our existing relationships and impair attempts to reduce brokerage fees. We are also developing our own network of insurance and financial planning professionals, known as producers, to refer potential sellers to us, and we expect referrals from this source to grow. As with brokers, our ability to build and maintain these relationships will depend upon our closing rates and the level of compensation we pay to the referring professional. The compensation paid to the referring professional will affect the offer price to the seller and the compensation we receive. We must balance these interests successfully to build our referring network and attain greater profitability.

We Depend on Growth in the Life Settlement Market

Growth of the life settlement market and our expansion within the market may be affected by a variety of factors, including:

o the inability to locate sufficient numbers of life settlors;

o the inability to convince potential sellers of the benefits of life settlements;

o the inability to attract sufficient qualified purchasers;

o competition from other life settlement companies;

o the occurrence of illegal or abusive business practices resulting in negative publicity about the market; and

o the adoption of overly burdensome governmental regulation.

In addition, the life settlement market may evolve in ways we have not anticipated and we may be unable to respond in a timely or cost-effective manner. If the life settlement market fails to grow as quickly as or in the directions we have anticipated, our business, financial condition and results of operations would be materially adversely affected as it relates to our large-scale growth.

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Our Purchasers Depend on Our Ability to Predict Life Expectancies and Set Appropriate Price; If Our Investment Returns Are Not Competitive We May Lose Purchasers; We Must Purchase In Large Numbers

A purchaser’s investment return from a life settlement depends on three factors: the policy face amount, the settlement purchase price and the demise of the insured. We price settlements based on the policy face amount and the anticipated life expectancy of an insured. For viatical settlements, life expectancies are estimated based on a medical analysis of the insured. For life settlements, life expectancies are estimated from medical and actuarial data based on the historical experiences of similarly situated persons. The data is necessarily based on averages involving mortality and morbidity statistics. The outcome of a single settlement may vary significantly from the statistical average. It is impossible to predict any one insured’s life expectancy exactly. To mitigate the risk that an insured will outlive his or her predicted life expectancy, we price life settlements to yield competitive returns even if this life expectancy prediction is exceeded. In addition, life settlement purchasers must be able to bear a non-liquid investment for an indeterminate period of time.

If we underestimate the average life expectancies and price our transactions too high, our purchasers will not realize the returns they seek, demand may fall, and purchasers may invest their funds elsewhere. In addition, amounts escrowed for premiums may be insufficient to keep the policy in force and it is the responsibility of the purchasers to pay these additional premiums. If we overestimate the average life expectancies, the settlement prices we offer will fall below market levels, supply will decrease, and sellers may engage in business with our competitors or pursue other alternatives. Our ability to accurately predict life expectancies and price accordingly is affected by a number of factors, including:

o the accuracy of our life expectancy estimations, which must sufficiently account for factors including an insured’s age, medical condition, life habits (such as smoking), and geographic location;

o Our ability to anticipate and adjust for trends, such as advances in medical treatments, that affect life expectancy data; and

o Our ability to balance competing interests when pricing settlements, such as the amounts paid to life settlors, the acquisition costs paid by purchasers, and the compensation paid to ourselves and our referral networks.

To foster the integrity of our pricing systems, we use both in-house and outside experts, including medical doctors and published actuarial data. We cannot assure you that, despite our experience in settlement pricing, we will not err by underestimating or overestimating average life expectancies or miscalculating reserve amounts for future premiums. If we do so, we could lose purchasers or policy sellers, and those losses could have a material adverse effect on our business, financial condition, and results of operations.

Government Regulation Could Negatively Impact Our Business

Further, changes in laws or governmental regulation could affect our brokers or clients, which could have a material adverse effect on our business.

Our Chairman and Chief Executive Officer Beneficially Owns 15.18% of Our Common Stock and, as a Result, Can Exercise Significant Influence over Our Company

Mr. Bennett Kurtz, our Chairman and Chief Executive Officer, is defined under SEC regulations as the beneficial owner of approximately 15.18% of our common stock, largely as the result of exercising voting power by proxy over shares held by 547667 Ontario Limited.  He will be able to control most matters requiring approval by our shareholders, including the election of directors and approval of significant corporate transactions. His voting control affects indirectly the process for nominating directors, since theoretically he could nominate and elect directors without board involvement.  This concentration of ownership may also have the effect of delaying or preventing a change in control of MaxLife, which in turn could have a material adverse effect on the market price of our common stock or prevent our shareholders from realizing a premium over the market price for their shares of common stock.

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Our Stock Is Thinly Traded and the Stock Price May Be Volatile

Although our common stock was traded on the OTC Bulletin Board market during the period covered by this filing, our common stock has qualified for and traded on the OTCBB since June 29, 2007.  Our stock is not widely traded and our share prices may be volatile due to actual or anticipated variations in our quarterly operating results, positive or negative developments concerning our business, our industry or the general economy.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. DESCRIPTION OF PROPERTY

Effective December 12, 2008, we currently operate our business from our corporate headquarters located at 45 Sheppard Avenue, Suite 900, North York, Ontario M2N 5W9.  We lease our premises on a month to month lease agreement commencing December 12, 2008.

ITEM 3. LEGAL PROCEEDINGS

There is no litigation pending or threatened by or against us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 

Holders of Our Common Stock

As of December 12, 2008, we had approximately 30,303,168 shares issued and outstanding and 28 registered holders of our common stock.

The Company's common shares, par value $0.001 (the “Shares”) were approved for trading on the Over-the-Counter Bulletin Board (OTC-BB) under the symbol MXFB on June 29, 2007.

The table set forth below reflects the reported high and low bid prices of the Common Stock for each quarter for the period indicated. These prices are all on the basis of the pre reverse stock split. Such prices are interdealer prices without retail markups, markdowns or commissions and may not represent actual transactions.

QUARTER ENDED	HIGH		LOW
August 31, 2007	$	3.18	$	1.00
November 30, 2007	$	9.00	$	3.05
February 29, 2008	$	17.18	$	6.15
May 31, 2008	$	27.60	$	16.55
August 31, 2008	$	29.55	$	15.23

-10-

Dividends

On August 31, 2008, the company paid dividends of $0.625 per share on its 26,400 issued and outstanding preferred stock totaling $16,500.  The preferred stock entitles the holders to receive a dividend equal to $0.625 per share to be paid on a quarterly basis.

Payment of dividends on common shares in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

ITEM 6.  SELECTED FINANCIAL DATA

As a “smaller reporting company”, we are not required to provide the information required by this Item.

ITEM 7.  PLAN OF OPERATIONS

Plan of Operations

During the next twelve months, we expect to take the following steps in connection with the further development of our business and the implementation of our plan of operations: 

We will continue to make relationships with insurance brokers and their clients to seek out opportunistic policies and life settlements situations available. We will attempt to raise additional financing for working capital and to marketing efforts. We will also seek investment partners in order to raise the necessary funds to acquire existing policies. Such partners include banks, hedge funds, investment funds and sophisticated investors. We will be sourcing new relationships with companies in the sector with the objective of purchasing an ownership in their businesses.

We will prepare advertisements and information material to disseminate to our network of brokers with the intention of ramping up purchases of policies. With funds obtained from banks and investment funds we will be in a position to purchase and administer policies and portfolios. We will also look to offer a product which gives investors the security they require in these times and we will charge for our expertise and services of sourcing, buying and monitoring their investments.

The addition of a stronger infrastructure will be required and we intend to hire management personnel and support staff.  This will enable us to segregate work responsibilities and meet the ongoing growth of the business.  We will be in a position to handle different territories both in Canada and the United States.

Additional financings will be available to us through our relationships and performance. This will enable us to continue with our growth plans. The internal organization will be reviewed to see that it can handle the influx of new business. The administration of the policies will be pertinent and we will have to determine if we have sufficient staff to handle this responsibility. We will review in depth the success of purchasing of policies and initiating new policies. Upon review it will be determined if dividends can be paid to shareholders or if funds should be used to further purchase policies.

The management team will be strengthened, if need be, to ensure that shareholder value is maximized and the business plan is being implemented properly.

-11-

Results of Operations

Comparative Analysis for the year ended August 31, 2008 and 2007:

Revenue for the year ended August 31, 2008 was $330,000 and $Nil for the year ended August 31, 2007. Cost of Sales for the year ended August 31, 2008 was $303,250 and $Nil for the year ended August 31, 2007. Gross profit for the year ended August 31, 2008 was $26,750 and $Nil for the year ended August 31, 2007. The revenues and related cost of sales and gross profit resulted from the sale of an insurance policy during the first quarter of 2008.

General and administrative expenses for the year ended August 31, 2008 were $102,585 and $1,434 for the year ended August 31, 2007. The increase during the year ended August 31, 2008 was primarily attributable to increases in payments for printing and advertising, travel, administrative office expenses and directors and officers insurance incurred in the business operations.

Professional fees for the year ended August 31, 2008 were $122,458 and $17,540 for the year ended August 31, 2007. These fees are attributable to legal, accounting, consulting and auditing services. The increase in professional fees were attributable to the increase in accounting, valuation and disclosure requirements of equity instruments including stock options, stock warrants and preferred stock issuances during the year ended August 31, 2008.

Stock based compensation for the year ended August 31, 2008 were $363,170 and $Nil for the year ended August 31, 2007.  The increase in stock based compensation was due to the following equity transactions entered into during year ended August 31, 2008:

a)   On September 20, 2007, the Company issued 6,000 shares of common stock in exchange for services rendered by two individuals on the Board of Directors. For the year ended August 31, 2008, $34,200 of these services were rendered and included as stock based compensation.

b)   On April 21, 2008 the Company executed stock option agreements with four directors of the Company in consideration for their appointment to the Board of Directors.  The total stock compensation related to the stock options amounted to $453,580 and are amortized over the service period of six months from the grant date. For the year ended August 31, 2008, the Company expensed $328,969 as stock based compensation related to the stock options.

During the year the Company tested goodwill of its operating unit, 1254450, for impairment. In order to determine if a writedown of goodwill was necessary, management utilized a two step process (i) we compared the implied fair value of the reporting unit, 1254450, with its carrying amount of $35,269 and (ii) an estimate of the fair value of the reporting unit was performed using a valuation technique based on multiples of earnings. The implied fair value of the reporting unit was compared with its carrying amount as of August 31, 2008. Management has determined that the implied fair value of goodwill is $Nil as at 31 August 2008 and as a result an impairment loss of $35,269 has been recognized in the statement of loss and comprehensive loss for the year ended 31August 2008.

During the year ended August 31, 2008 the Company issued 26,400 shares of preferred stock for proceeds of $660,000, including 13,200 warrants to purchase 13,200 shares of common stock.   The total value of the warrants amounted to $244,158 and was included as an addition to additional paid-in capital – warrants.

Unrealized loss of available for sale securities, net of deferred taxes for the year ended August 31, 2008 were $36,884 and $Nil for the year ended August 31, 2007.  This loss was attributable to the continued reduction in the fair value of available-for-sale securities.

For the year ended August 31, 2008, we had a net loss of $602,882 and net earnings of $23,388 for the year ended August 31, 2007.   The increase in operating expenses during the year ended August 31, 2008 were due to higher professional fees, travel costs and stock based compensation expenses during the period.

During the period ending year ended August 31, 2008 and year ended August 31, 2007, we had no provision for income taxes due to the net operating losses incurred.

-12-

Capital Resources and Liquidity

We are still in the process of developing and implementing our business plan and raising additional capital. As such, management is taking action to obtain additional funding.  MaxLife will use current funds to seek out and purchase businesses operating in the life settlements industry.

At August 31, 2008, we had working capital of approximately $470,371. It is the intent of management and significant stockholders, if necessary, to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding. .We have implemntaed a preferred share unit offering consisting of preferred shares plus warrants. The unit offering will be continued to be offered in order to obtain the financing we require.

During the fiscal year, we had a unit offering consisting of preferred shares plus warrants. We successfully raised an amount of $660,000 from this issue, which is still available.  In the previous fiscal year, we completed a private placement via a share purchase agreement to secure financing of $2,500,000.  We received $500,000 from this placement which resulted in the issuance of 170,068 shares of common stock. We deployed some of these funds and purchased life settlement policies with a face amount of $2,650,000 and carrying value of $452,955 as of August 31, 2008.  Additional working capital is available to ensure that the premiums on these policies will be paid as required.

Cash flows from operating activities

Cash flows used in operating activities for the year ended August 31, 2008 were $459,066 and $73,632 for the year ended August 31, 2007.  The increase in cash flows used in operating activities was due to the payment of investment in life insurance policies purchased during the year.

MaxLife reviews and monitors its current life settlement policies to determine if there is an opportunity for gains by selling policies or to hold for a longer term.

Cash flows from investing activities

On February 25, 2008 the Company and Capital Growth Planning, Inc. (“CGP”), a El Cajon, California company, formed MaxLife-CGP Partners, LLC (the “Joint Venture”), a El Cajon, California company, to work together in sourcing, purchasing, and managing certain life settlement insurance policy assets for the Joint Venture.  It is the Company’s goal to deploy a portion of funds raised in a Preferred stock offering as a loan to the Joint Venture. CGP, through its executives and subsidiary Companies, will use its life settlement experience, contacts, and specialized products to source, purchase, and manage the life settlement policy assets for the Joint Venture.  The Company and CGP each have interests of 50% in the Joint Venture.  

Cash flows used in investing activities for the year ended August 31, 2008 were $1,250 and $Nil for the year ended August 31, 2007.  The increase in cash flows used in investing activities was due to the establishment of an investment of $1,250 in the above noted joint venture during the second quarter of 2008.

MaxLife is also looking at alternatives available to invest funds on hand to earn a competitive return and maintains that such investments enable funds to be available to purchase policies.

Cash flows from financing activities

During the year ended August 31, 2008,  the Company issued 26,400 shares of preferred stock for proceeds of $660,000.

These funds will be used by the company to

· Continue its plan of operations, including the rolling out of financial products that are based on Life Settlement Policies that have been formalized by Capital Growth Planning Inc.;

· Create a stronger infrastructure and continue with our growth plans;

· Hire management personnel and support staff;

· Review the internal organization to see that it can handle the influx of new business, and

· Strengthen the management team, if need be.

-13-

We will ensure that shareholder value is maximized, that our  business plan is being implemented properly and the Company will be in a position to trade policies and capitalize on their previous purchases.

The funds from the unit offering will also be used to purchase life settlement policies and portfolios. It will enable MaxLife to be opportunistic and react in a timely manner to purchase portfolios that will have embedded value for shareholders.

MaxLife is also reviewing other financing options as lines of credits or asset based loans to coincide with the equity raised.

Critical Accounting Policies

Max Life’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 3 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, Max Life views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on Max Life’s consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

The Company believes that the following discussion addresses the Company’s most critical accounting policies, which are those that are most important to the portrayal of the Company’s financial condition and results of operations and require management’s most difficult, subjective and complex judgements.

Investment in Life Insurance Policies

Investment in life insurance policies are recorded in accordance the Financial Accounting Standards Board Staff Position No. FTB 85-4-1 Accounting for Life Settlement Contracts by Third-Party Investors (FSP FTB 85-4-1). FSP FTB 85-4-1 states that an investor may elect to account for its investments in life settlement contracts using either the investment method or the fair value method. The election shall be made on an instrument-by instrument basis and is irrevocable. Under the investment method, an investor shall recognize the initial investment at the purchase price plus all initial direct costs. Continuing costs (policy premiums and direct external costs, if any) to keep the policy in force shall be capitalized. Under the fair value method, an investor shall recognize the initial investment at the purchase price. In subsequent periods, the investor shall remeasure the investment at fair value in its entirety at each reporting period and shall recognize change in fair value earnings (or other performance indicators for entities that do not report earnings) in the period in which the changes occur. The Company has elected to value its investments in life settlement contracts using the investment method.

-14-

Goodwill and Intangible Assets

Goodwill is the residual amount that results when the purchase price of an acquired business exceeds the sum of the amounts allocated to the tangible and intangible assets acquired, less liabilities assumed, based on fair values.

The Company accounts for purchased goodwill and other intangible assets in accordance with SFAS No. 142, Goodwill and Other Intangible Assets. Under SFAS No. 142, goodwill and any other intangibles deemed to have indefinite lives are not subject to amortization; however, goodwill is subject to an assessment for impairment, which must be performed at least annually, or more frequently if events or circumstances indicate that goodwill or other indefinite lived intangibles might be impaired.

The Company tested goodwill of its operating unit, 1254450, for impairment at 31 August 2008 and 2007.

In order to determine if writedown of goodwill was necessary, management utilized a two step process: (i) they compared the implied fair value of the reporting unit, 1254450, with its carrying amount of $35,269 and (ii) the estimated fair value of the reporting unit was performed using a valuation technique based on multiples of earnings.

The implied fair value of the reporting unit was compared with its carrying amount; and management has determined that the implied fair value of goodwill is $Nil as at 31 August 2008 and as a result an impairment loss of $35,269 has been recognized in the statement of loss and comprehensive loss for the year ended 31 August 2008.

The Company cannot predict the occurrence of certain future events that might adversely affect the reported value of goodwill that totaled $Nil at August 31, 2008. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the

impact of the economic environment on the Company’s customer base, or a material negative

change in its relationships with significant customers.

Stock Based Compensation

In Decemeber 2004, the Financial Accounting Standard Board ("FASB") issued SFAS No. 123R, Share-Based Payment ("SFAS No. 123R). SFAS No. 123R establishes standards for the accounting for transaction in which an entity exchanges its equity instruments for goods for services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in shared-based payment transactions. SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued.

The warrants and stock options are valued using the Black-Scholes option pricing model using the following input variables and assumptions: exercise prices per share as noted above, stock price on the date of issuances; calculated volatility; calculated average term of maturity of five years; an estimated risk free rate based on the US treasury zero-coupon yield curve. The assumptions used by the Company in determining its stock based ompensation may differ materially from actual results due to changing market and economic conditions, higher or lower calculated volitility rates or risk free rate of return. While the Company believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may materially affect the Company’s financial position or results of operations.

We cannot predict what future laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary.

We have not made any material changes to our critical accounting estimates or assumptions or the judgments affecting the application of those estimates or assumptions. We discuss our significant accounting policies, including those policies that are not critical, in Note 3 of our Consolidated Financial Statements

-15-

ITEM 8. FINANCIAL STATEMENTS

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

31 AUGUST 2008

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations and Comprehensive Loss	F-3
Consolidated Statements of Stockholders' Equity	F-4
Consolidated Statements of Cash Flows	F-5
Notes to the Consolidated Financial Statements	F-6 - F-17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

MaxLife Fund Corp. and Subsidiary

We have audited the accompanying consolidated balance sheets of MaxLife Fund Corp. and Subsidiary (A Development Stage Company) as of 31 August 2008 and 2007 and the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for the years ended 31 August 2008 and 2007 and for period from the date of inception (9 January 2006) to 31 August 2008. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstance, but not for expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of MaxLife Fund Corp. and Subsidiary (A Development Stage Company) as of 31 August 2008 and 2007, and the results of its operations for the years ended 31 August 2008 and 2007 and for the period from the date of inception (9 January 2006) to 31 August 2008 in conformity with accounting principles generally accepted in the United States of America.

/s/ DNTW Chartered Accountants, LLP

Licensed Public Accountants

Markham, Canada

25 November 2008

F-1

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

AS AT 31 AUGUST

(Expressed in United States Dollars)

	2008		2007
ASSETS
Current Assets
Cash	$	500,836	$	506,204
Available-for-sale securities, at fair value (cost - $89,816 (2007 - $89,816)		2,313		19,017
Total Current Assets		503,149		525,221
Long Term Assets
Investment in life insurance policies		452,955		430,078
Investment in joint venture		1,250		-
Goodwill		-		35,269
Deferred taxes		-		25,573
Total Long Term Assets		454,205		490,920
Total Assets	$	957,354	$	1,016,141

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued liabilities	$	28,084	$	418,500
Management salary payable		30,000		--
Advances from stockholder		4,694		34,700
Total Liabilities		62,778		453,200

Stockholders' Equity

Preferred stock $25.00 par value; Authorized 100,000,000; Issued and outstanding 26,400  (2007 - Nil); non-voting; dividends of $0.625 paid on a quarterly basis; non-convertible; redeemable at the option of the Company after two years		660,000			-
Common stock $.001 par value; Authorized 200,000,000; Issued and outstanding 30,303,168  (2007 - 30,297,168)		30,303			30,297
Additional paid in capital		961,967			606,803
Additional paid in capital - warrants		244,158			-
Accumulated other comprehensive loss		(85,206	)		(51,053	)
Deficit accumulated during the development stage		(916,646	)		(23,106	)
Total Stockholders' Equity		894,576			562,941
Total Liabilities and Stockholders' Equity	$	957,354		$	1,016,141

The accompanying notes are an integral part of these financial statements.

F-2

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States Dollars)

	For the Year Ended 31 August2008			For the Year Ended 31 August 2007			For the Period from Inception (9 January 2006) to 31 August 2008
SALE OF POLICY	$	330,000		$	-		$	330,000
COST OF POLICY SOLD		303,250			-			303,250
GROSS PROFIT		26,750			-			26,750
EXPENSES
Stock based compensation		363,170			-			363,170
Professional fees		122,458			17,540			150,206
General and administrative		102,585			1,434			140,020
Management Salary		30,000			-			30,000
Loss (gain) on foreign exchange		7,055			(4,470	)		2,584
Interest and bank charges		1,150			919			2,354
TOTAL OPERATING EXPENSES		626,418			15,423			688,334
LOSS FROM OPERATIONS		(599,668	)		(15,423	)		(631,584	)
REALIZED GAIN ON SALE OF AVAILABLE-FOR-SALE SECURITIES		-			37,192			37,192
GOODWILL IMPAIRMENT LOSS		(35,269	)		-			(35,269	)
INTEREST		2,055			1,619			3,674
NET (LOSS) EARNINGS	$	(632,882	)	$	23,388		$	(655,987	)
FOREIGN CURRENCY TRANSLATION ADJUSTMENT		3,095			16			2,731
UNREALIZED (LOSS) GAIN ON AVAILABLE-FOR-SALE SECURITIES, NET OF DEFERRED TAXES		(37,248	)		(45,227	)		(82,475	)
COMPREHENSIVE LOSS	$	(667,035	)		(21,823	)		(735,731	)
(LOSS) GAIN PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	(0.02	)	$	0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		30,302,739			30,127,932

The accompanying notes are an integral part of these financial statements.

F-3

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST 31, 2008

(Expressed in United States Dollars)

	Preferred Shares						Common Stock
	Shares		Amount		Additional Paid-In Capital		Shares		Amount		Additional Paid-In Capital			Additional Paid-In Capital - Warrants		Accumulated other comprehensive Loss			Deficit accumulated during the development stage			Total stockholders' Equity
Issuance of common stock at inception		-	$	-	$	-		30,000,000	$	30,000	$	-		$	-	$	-		$	-		$	30,000
Issuance of common stock for cash		-		-		-		116,100		116		115,984			-		-			-			116,100
Issuance of common stock for services		-		-		-		11,000		11		10,989			-		-			-			11,000
Acquisition of 1254450 Ontario Ltd.		-		-		-		-		-		5,000			-		-			-			5,000
Foreign currency translation		-		-		-		-		-		-			-		(5,842	)		-			(5,842	)
Net loss for the period		-		-		-		-		-		-			-		-			(46,494	)		(46,494	)
Balance, August 31, 2006		-	$	-	$	-		30,127,100	$	30,127	$	131,973		$	-	$	(5,842	)	$	(46,494	)	$	109,764
Issuance of common stock for cash		-		-		-		170,068		170		499,830			-		-			-			500,000
Financing fees		-		-		-		-		-		(25,000	)		-		-			-			(25,000	)
Unrealized loss on available-for-sale investments, net of taxes		-		-		-		-		-		-			-		(45,227	)		-			(45,227	)
Foreign currency translation		-		-		-		-		-		-			-		16			-			16
Net earnings		-		-		-		-		-		-			-		-			23,388			23,388
Balance, August 31, 2007		-	$	-	$	-		30,297,168		30,297	$	606,803		$	-	$	(51,053	)	$	(23,106	)	$	562,941
Common stock issued for services		-		-		-		6,000		6		34,194			-		-			-			34,200
Stock options issued		-		-		-		-		-		328,970			-		-			-			328,970
Financing fees		-		-		-		-		-		(8,000	)		-		-			-			(8,000	)
Unrealized loss on available-for-sale investments, net of taxes		-		-		-		-		-		-			-		(37,248	)		-			(37,248	)
Fair market value of warrants attached to preferred stock		-		-		-		-		-		-			244,158		-			(244,158	)		-
Preferred stock issued for cash		26,400		660,000		-		-		-		-			-		-			-			660,000
Foreign currency translation		-		-		-		-		-		-			-		3,095			-			3,095
Net loss		-		-		-		-		-		-			-		-			(632,882	)		(632,882	)
Dividends paid		-		-		-		-		-		-			-		-			(16,500	)		(16,500	)
Balance, August 31, 2008		26,400	$	660,000	$	-		30,303,168		30,303	$	961,967		$	244,158	$	(85,206	)	$	(916,646	)	$	894,576

The accopanying notes are an integral part of these financial statements.

F-4

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in United States Dollars)

	For the Year Ended 31 August 2008			For the Year Ended 31 August 2007			For the Period from Inception (9 January 2006) to 31 August 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) earnings	$	(632,882	)	$	23,388		$	(655,987	)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Goodwill impairment loss		35,269			-			35,269
Stock based compensation		328,970			-			328,970
Unrealized loss on available-for-sale securities		(37,248	)		(45,227	)		(88,318	)
Equity issued to acquire 1255450 Ontario Limited		-			-			5,000
Issuance of common stock for services		34,200			-			75,200
Changes in operating assets and liabilities:
Available-for-sale securities		16,704			(19,017	)		(2,313	)
Purchase of insurance policies and capitalized premiums		(352,877	)		(407,051	)		(759,928	)
Proceeds on sale of policy		330,000			-			330,000
Accounts payable and accrued liabilities		(390,416	)		409,537			23,121
Management salary payable		30,000						30,000
Deferred taxes		25,573			(25,573	)		-
CASH PROVIDED BY OPERATING ACTIVITIES		(612,707	)		(63,943	)		(678,986	)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital contribution to joint venture		(1,250	)		-			(1,250	)
Acquisition of 1255450 Ontario Limited		-			-			(21,739	)
CASH FLOWS USED IN INVESTING ACTIVITIES		(1,250	)		-			(22,989	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of preferred stock		660,000			-			660,000
Advances to shareholder		(30,006	)		(6,894	)		(26,900	)
Dividends paid		(16,500	)		-			(16,500	)
Financing fees		(8,000	)		-			(8,000	)
Issuance of common stock		-			475,000			591,100
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		605,494			468,106			1,199,700
EFFECT OF FOREIGN CURRENCY TRANSLATION		3,095			16			3,111
NET INCREASE IN CASH		(5,368	)		404,179			500,836
CASH, BEGINNING OF YEAR		506,204			102,025			-
CASH, END OF YEAR	$	500,836		$	506,204		$	500,836

The accompanying notes are an integral part of these financial statements.

F-5

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST 2008

(Expressed in United States Dollars)

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

1.   NATURE OF OPERATIONS

MaxLife Fund Corp, Inc. (the "Company") was incorporated on 9 January 2006 under the laws of the State of Wyoming.

The Company is engaged in financial services, where they seek, acquire, fund and manage the life insurance policies of individuals.  The Company either holds these policies until maturity or markets the policies for sale at an earlier date.

2.   ORGANIZATION

On 31 August 2006, the Company acquired 100% of the issued and outstanding common shares of 1254450 Ontario Ltd. ("1254450") an Ontario, Canada corporation for a purchase price of $25,000 Canadian ($21,739 US) in cash and common shares equal to $5,000 US.  The parties agreed to defer the issuance of the common shares until the Company becomes listed on a public market exchange, at which time the shareholders of 1254450 will be issued that number of common shares that have a cash value of $5,000 US.  In addition, the shareholders of 1254450 transferred the amounts due to them by 1254450 to the Company. On 31 August 2008 the goodwill determined on the acquisition of 1254450 Ontario Ltd. of $35,269 was written down, as further described in note 3.

Consideration Exchanged:

Cash	$	21,739
Convertible debenture		5,000
	$	26,739

Assets acquired:

Liabilities assumed	$	(31,558	)
Estimated fair value of tangible assets acquired		23,028
Goodwill		35,269
	$	26,739

F-6

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST 2008

(Expressed in United States Dollars)

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America.  Presented below are those policies considered particularly significant:

Principles of Consolidation

The Company includes, in consolidation, its wholly owned subsidiary, 1254450 Ontario Ltd. All significant intercompany transactions and balances have been eliminated upon consolidation.

Development Stage Company

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards ("SFAS") No. 7, Accounting and Reporting by Development Stage Enterprises. The Company has devoted substantially all of its efforts to business planning and development by means of raising capital for investing in life Insurance policies. The Company has also not realized any significant revenues.

Available-for-sale-securities

Available-for-sale securities are reported at fair value and consist of securities not classified as trading securities or as held-to-maturity securities. Unrealized holding gains and losses on available-for-sale securities, net of deferred income taxes, are reported as a net amount in accumulated other comprehensive income within stockholders' equity. Gains and losses on the sale of available-for-sale securities are determined using the weighted average cost method.

Declines in the fair value of individual held-to-maturity and available-for-sale securities below their cost that are other than temporary would result in write-downs of the individual securities to their fair value. Such write-downs would be included in earnings.

Investment in Life Insurance Policies

Investment in life insurance policies are recorded in accordance the Financial Accounting Standards Board Staff Position No. FTB 85-4-1 Accounting for Life Settlement Contracts by Third-Party Investors (FSP FTB 85-4-1).  FSP FTB 85-4-1 states that an investor may elect to account for its investments in life settlement contracts using either the investment method or the fair value method.  The election shall be made on an instrument-by instrument basis and is irrevocable.  Under the investment method, an investor shall recognize the initial investment at the purchase price plus all initial direct costs.  Continuing costs (policy premiums and direct external costs, if any) to keep the policy in force shall be capitalized.  Under the fair value method, an investor shall recognize the initial investment at the purchase price.  In subsequent periods, the investor shall remeasure the investment at fair value in its entirety at each reporting period and shall recognize change in fair value earnings (or other performance indicators for entities that do not report earnings) in the period in which the changes occur.  The Company has elected to value its investments in life settlement contracts using the investment method.

F-7

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST 2008

(Expressed in United States Dollars)

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value of Financial Instruments

The carrying value of the Company's notes receivables, advances and accounts payable approximates fair value because of the short-term maturity of these instruments.

Foreign Translation Adjustment

The accounts of the Company were translated into United States dollars in accordance with the provisions of FASB Statement No. 52, Foreign Currency Translation ("SFAS No. 52").  In accordance with the provisions of SFAS No. 52, transaction gains and losses on these assets and liabilities are included in the determination of income for the relevant periods.  Adjustments resulting from the translation of the financial statements from their functional currencies to United States dollars are accumulated as a separate component of accumulated other comprehensive income and have not been included in the determination of income for the relevant periods.

Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109, Accounting for Income Taxes. Deferred tax assets and liabilities are recorded for differences between the financial statements and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Examples include estimates of stock based compensation; the potential outcome of future tax consequences of events that have been recognized in our financial statements or tax returns; estimating the fair value and/or goodwill impairment for our reporting units; and determining when investment impairments are other-than-temporary. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

F-8

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST 2008

(Expressed in United States Dollars)

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings or Loss Per Share

The Company accounts for earnings per share pursuant to SFAS No. 128, Earnings per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year.  Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year.

There were no dilutive financial instruments for the year ended 31 August 2008 and 2007 or for the period from inception (9 January 2006) to 31 August 2008.

Goodwill and Intangible Assets

Goodwill is the residual amount that results when the purchase price of an acquired business exceeds the sum of the amounts allocated to the tangible and intangible assets acquired, less liabilities assumed, based on fair values.

The Company accounts for purchased goodwill and other intangible assets in accordance with SFAS No. 142, Goodwill and Other Intangible Assets.  Under SFAS No. 142, goodwill and any other intangibles deemed to have indefinite lives are not subject to amortization; however, goodwill is subject to an assessment for impairment, which must be performed at least annually, or more frequently if events or circumstances indicate that goodwill or other indefinite lived intangibles might be impaired.

The Company tested goodwill of its operating unit, 1254450, for impairment at 31 August 2008 and 2007.

In order to determine if writedown of goodwill was necessary, management utilized a two step process: (i) they compared the implied fair value of the reporting unit, 1254450, with its carrying amount of $35,269 and (ii) the estimated fair value of the reporting unit was performed using a valuation technique based on multiples of earnings.

The implied fair value of the reporting unit was compared with its carrying amount; and management has determined that the implied fair value of goodwill is $Nil as at 31 August 2008 and as a result an impairment loss of $35,269 has been recognized in the statement of loss and comprehensive loss for the year ended 31 August 2008.

Joint Ventures

The Company accounts for its non-controlling interests in joint ventures where the Company has influence over financial and operational matters, generally 50% or less ownership interest, under the equity method of accounting. In such cases, the Company's original investments are recorded at cost and adjusted for its share of earnings, losses and distributions.

F-9

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST 2008

(Expressed in United States Dollars)

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive Income

The Company adopted SFAS No. 130, Reporting Comprehensive Income. SFAS No. 130 establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is presented in the statements of changes in stockholders' equity, and consists of net loss and unrealised gains (losses) on available for sale marketable securities; foreign currency translation adjustments and changes in market value of future contracts that qualify as a hedge; and negative equity adjustments recognized in accordance with SFAS 87. SFAS No. 130 requires only additional disclosures in the financial statements and does not affect the Company's financial position or results of operations.

Stock Based Compensation

In Decemeber 2004, the Financial Accounting Standard Board ("FASB") issued SFAS No. 123R, Share-Based Payment ("SFAS No. 123R). SFAS No. 123R establishes standards for the accounting for transaction in which an entity exchanges its equity instruments for goods for services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in shared-based payment transactions. SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after 15 November 2007.  Management believes the adoption of this pronouncement will not have a material impact on the Company's consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. SFAS 159 applies to reporting periods beginning after 15 November 2007. The adoption of SFAS 159 is not expected to have a material impact on the Company’s financial condition or results of operations.

F-10

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST 2008

(Expressed in United States Dollars)

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

In December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, (revised 2007), Business Combinations. SFAS 141(R) applies the acquisition method of accounting for business combinations established in SFAS 141 to all acquisitions where the acquirer gains a controlling interest, regardless of whether consideration was exchanged. Consistent with SFAS 141, SFAS 141(R) requires the acquirer to fair value the assets and liabilities of the acquiree and record goodwill on bargain purchases, with main difference the application to all acquisitions where control is achieved. SFAS 141(R) is effective for financial statements issued for fiscal years beginning after 15 December 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.

In December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements - An amendment of ARB No. 51.SFAS 160 requires companies with noncontrolling interests to disclose such interests clearly as a portion of equity but separate from the parent's equity. The noncontrolling interest's portion of net income must also be clearly presented on the statement of operations. SFAS 160 is effective for financial statements issued for fiscal years beginning after 15 December 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations

In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets ("FSP 142-3").  FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, Goodwill and Other Intangible Assets. This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. FSP 142-3 is effective for financial statements issued for fiscal years and interim periods beginning after 15 December 2008. Early adoption is prohibited.  The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In  May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of  non-governmental entities that are presented in conformity with generally accepted accounting principles in the United States.  It is  effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.  We have not yet commenced evaluating the potential impact, if any, of the adoption of FASB Statement No. 162 on our consolidated financial position, results of operations and cash flows.

F-11

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST 2008

(Expressed in United States Dollars)

4.    INVESTMENT IN INSURANCE POLICIES

As at 31 August 2008 the Company holds four life insurance policies with carrying amounts of $452,955 and face amounts totaling $2,650,000.

5.   ADVANCES FROM SHAREHOLDER

The advances from the shareholder are non-interest bearing, unsecured and have no specific terms of repayment.  The carrying value of the advances approximates the market value due to the short-term maturity of the financial instruments.

6.   CAPITAL STOCK

Common Stock

On 9 January 2006, the Company issued 30,000,000 common stock to the founders of the corporation at the par value of $0.001 each.

On 31 August 2006, the Company completed a private placement of 117,100 common stock, with a par value of $0.001 at a price of $1.00 each.

On 31 August 2006, the Company issued 11,000 common stock to various individuals for legal services rendered.  The shares issued were valued at their fair market value of $1.00 which is the amount that would have been received if the shares had been issued for cash.  Management believes that the fair market value of the services received approximates this value.

On 29 August 2007, the Company issued 170,068 shares of common stock with a par value of $0.001 at a price of $2.94 each for an aggregate value of $500,000.

On 20 September 2007, the Company issued 6,000 shares of common stock in exchange for  services rendered by two individuals on the Board of Directors. The shares issued were valued at their fair market value of $5.70 which is the amount that would have been received if the shares had been issued for cash.  Management believes that the fair market value of the services received approximates this value.  For year ended 31 August 2008, $34,200 (2007 - $Nil) of these services were rendered and included in stock based compensation.

F-12

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST 2008

(Expressed in United States Dollars)

Preferred Stock

On 18 March 2008, the Company filed articles of amendment to amend the par value of its preferred stock from $.001 to $25.00 per share.  The preferred stock have the following rights attached to them: non-voting, entitle the holders to receive a dividend equal to $0.625 per share to be paid on a quarterly basis; not convertible into shares of the Company's common stock; provided all dividends have been paid to the shareholders, the preferred stock is redeemable by the Company after two years; in the event of any liquidation, dissolution or winding up of the Company, holders of the preferred stock shall have the same liquidation rights as the holders of the Company's common stock, whereby there are no redemption provisions.

The preferred stock of the Company are currently offered in units (the "Unit").  Each Unit consists of 1,200 shares of preferred stock plus warrants to purchase 600 shares of common stock. The warrants may be exercised at any time beginning six months from the date of issuance and ending on the fifth anniversary of the final closing of the offering of the preferred stock. The warrants are exercisable, in whole or in part, at exercise prices equal to the following:

One third (1/3) or 200 warrants per Unit shall be exercisable into common stock at $25.00 per share;

One third (1/3) or 200 warrants per Unit shall be exercisable into common stock at $30.00 per share;

One third (1/3) or 200 warrants per Unit shall be exercisable into common stock at $35.00 per share.

The warrants were issued on various dated throughout the year and valued as follows:

(A) 4,400 shares at an exercise price of $25.00 per share -  $18.94, $18.19, $20.19, $20.16

(B) 4,400 shares at an exercise price of $30.00 per share -   $18.10, $17.39, $19.34, $19.32

(C) 4,400 shares at an exercise price of $35.00 per share -   $17.35, $16.68, $18.58, $18.57

The total value of the warrants amounted to $244,158 (2007 - $NIL) and are included as an addition to additional paid-in capital - warrants.

The warrants were valued using the Black-Scholes option pricing model with the following input variables and assumptions: exercise prices of $25, $30 and $35 per share as noted above, stock price on the date of issuances of  $27.60, $26.30, $28.65, and $28.49 respectively; calculated volatility amounted to 84.56%; calculated average term of maturity of five years; an estimated risk free rate ranging from 2.95% to 3.68% based on the five year US treasury zero-coupon yield curve.

F-13

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST 2008

(Expressed in United States Dollars)

During the year Company issued 26,400 shares of preferred stock for proceeds of $ 660,000 including 26,400 warrants to purchase of 26,400 shares of common stock as discussed above. On 31 August 2008 the Company paid dividends of $0.625 per share on its 26,400 issued and outstanding preferred stock totaling $16,500.

8.   STOCK OPTIONS

On 21 April 2008 the Company executed stock option agreements with four directors of the Company in consideration for their appointment to the Board of Directors.  Under the terms of these agreements the Company granted to each director an option to purchase a total of 10,000 shares of the company's common stock ("Option Shares") in the following manner: (A) 2,500 shares at an exercise price of $20.00 per share, (B) 3,500 shares at an exercise price of $25.00 per share and (C) 4,000 shares at an exercise price of $35.00 per share. The grantee shall have the option to purchase all of the Option Shares after six months of the grant date of 22 October 2008.  The optionsexpire in five years from the grant date, on 21 April 2008.

The stock options were valued using the Black-Scholes option pricing model with the following input variables and assumptions: exercise prices of $20, $35 and $35 per share as noted above, stock price on the date of issuance of  $18.48; calculated volatility amounted to 84.56%; calculated average term of maturity of five years; an estimated risk free rate ranging from 2.95% based on the five year US treasury zero-coupon yield curve.

The stock options were valued as follows:

(A) 10,000 shares at an exercise price of $20.00 per share -    $12.33

(B) 14,000 shares at an exercise price of $25.00 per share -     $11.61

(C) 16,000 shares at an exercise price of $35.00 per share -     $10.48

The total stock compensation related to the Option Shares amounted to $453,580 and is amortized over the service period of six months from the grant date and have been included in stock based compensation in the consolidated statement of loss.

F-14

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST 2008

(Expressed in United States Dollars)

9.   SUPPLEMENTAL CASH FLOW INFORMATION

During the year ended 31 August 2008 and 2007 and for the period from inception (9 January 2006) to 31 August 2007, there were no interest or taxes paid by the Company.

During the year ended 31 August 2008 there were unrealized losses on available-for-sale securities of $37,248 (2007 - $45,227).

On September 20, 2007, the Company issued 6,000 shares of common stock in exchange for services rendered by two individuals on the Board of Directors. For the year ended August 31, 2008, $34,200 of these services were rendered and included as stock based compensation.

On 21 April 2008 the Company executed stock option agreements with four directors of the Company in consideration for their appointment to the Board of Directors.  The total stock compensation related to the stock options amounted to $453,580 and are amortized over the service period of six months from the grant date. For the year ended August 31, 2008, the Company expensed $328,969 as stock based compensation related to the stock options.

10. INVESTMENT IN JOINT VENTURE

On 25 February 2008 the Company and Capital Growth Planning, Inc. (“CGP”), a El Cajon, California company, formed MaxLife-CGP Partners, LLC (the “Joint Venture”), a El Cajon, California company, to work together in sourcing, purchasing, and managing certain life settlement insurance policy assets for the Joint Venture.  It is the Company’s goal to deploy a portion of funds raised in a Preferred stock offering as a loan to the Joint Venture. CGP, through its executives and subsidiary Companies, will use its life settlement experience, contacts, and specialized products to source, purchase, and manage the life settlement policy assets for the Joint Venture.  The Company and CGP each have interests of 50% in the Joint Venture.  The Joint Venture has been concluded to be jointly controlled, and the Company can exercise significant influence.  Therefore, the investment in the Joint Venture is recorded by the equity method of accounting.  The Company has contributed $1,250 to the Joint Venture.

As required under the Joint Venture agreement the Company granted Options of common stock (“Maxlife Options”) to CGP based on the achievement of certain net profit earned in the Joint Venture.  The Maxlife Options will vest one year from the date the Maxlife Warrant is issued, and will expire two years thereafter. The milestones are based on the following:

Milestone - Net Profit Earned in the Joint Venture	MaxLife Options Granted
$1,000,000	100,000 at $15
$5,000,000	150,000 at $20
$10,000,000	200,000 at $25
$15,000,000	250,000 at $30
$20,000,000	300,000 at $35
$25,000,000	350,000 at $40

F-15

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST 2008

(Expressed in United States Dollars)

10. INVESTMENT IN JOINT VENTURE (Continued)

As required under the Joint Venture agreement CGP granted Options (“CGP Options”) to the Company based on the achievement of earnings targets based on net profit earned in the Joint Venture.  CGP Options will be issued with a three year term to purchase CGP’s Series B Non-voting Common Stock at the price per share listed below:

Milestone - Net Profit Earned in the Joint Venture	CGP Options Granted
$1,000,000	100,000 at $1
$5,000,000	150,000 at $2
$10,000,000	200,000 at $3
$15,000,000	250,000 at $4
$20,000,000	300,000 at $5
$25,000,000	350,000 at $6

The services that each member will provide towards reaching the milestones has not yet commenced.  Upon commencement of the service period, the Company will value the Options and amortize it over the estimated performance period.

F-16

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST 2008

(Expressed in United States Dollars)

11. INCOME TAXES

The Company accounts for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes.  SFAS No. 109 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates.  The effects of future changes in tax laws or rates are not anticipated.

Under SFAS No. 109 income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

The Company has tax losses available to be applied against future years income as a result of the losses incurred since inception.  However, due to the losses incurred in the period and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carryforward will not be realized through the reduction of future income tax payments.  Accordingly a 100% valuation allowance has been recorded for income tax losses available for carryforward.

The components of deferred income taxes have been determined at the combined Canadian federal and provincial statutory rate of 36.12% and US 15% statutory rate as follows:

	2008			2007
Deferred income tax asset:
Income tax losses available for carryforward		99,622			1,717
Unrealized loss on available-for-sale securities		25,573			25,573
Valuation allowance		(125,195	)		(1,717	)
Deferred income taxes	$	-		$	25,573

12. COMMITMENT AND CONTINGENT LIABILITY

The Company is contingently liable for the payment of the premiums due on the insurance policies as described in Note 4.  Although the individual beneficiary is responsible for these payments, if they are not paid when they fall due, the Company must pay these premiums on the insured's behalf within a 30 day grace period or the policy would lapse.  As of 31 August 2008 and 2007, the policies premiums were up to date and the policies were in good standing.

F-17

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST 2008

(Expressed in United States Dollars)

13. FINANCIAL INSTRUMENTS

Foreign Currency Risk

The Company is exposed to currency risks due to potential variation of the currencies in which it operates. Principal currencies include the United States dollar and Canadian dollar. We monitor our foreign currency exposure regularly to minimize our foreign currency risk exposure.

Concentrations of credit

SFAS No. 105, Disclosure of Information About Financial Instruments with Off-Balance-Sheet Risk and Financial Instrument with Concentration of Credit Risk, requires disclosure of any significant off-balance-sheet risk and credit risk concentration. The Company does not have significant off-balance-sheet risk or credit concentration. The Company maintains cash with major financial institutions. From time to time, the company may have funds on deposit with commercial banks that exceed federally insured limits. Management does not consider this to be a significant risk.

Liquidity Risk

The company is exposed to liquidity risk as its continued operations are dependent upon obtaining additional capital or maturing or trading of invested policies to satisfy its liabilities as they come due.

Predictive risk

Our investment return from a life settlement depends on the difference between the policy face amount and purchaser’s cost basis (consisting of the acquisition cost and premiums paid to maintain the policy) and the length of the holding period, and the demise of the insured. The anticipated life expectancy of an insured are estimated from standard medical and actuarial data based on the historical experiences of similarly situated persons. The data is based on averages involving mortality and morbidity statistics. The outcome of a single settlement may vary significantly from the statistical average. It is impossible to predict any one insured’s life expectancy exactly. To mitigate the risk that an insured will outlive his or her predicted life expectancy, we review all purchases of life settlement policies and the insured medical records and value the price of life settlements to yield competitive returns in line with our expected rate of return.

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures  

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of August 31, 2008. Based on this evaluation, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.  The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with United State’s generally accepted accounting principles (US GAAP), including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on this assessment, Management concluded the Company maintained effective internal control over financial reporting as of August 31, 2008.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Changes in internal controls

We have not made any significant changes to our internal controls subsequent to the Evaluation Date. We have not identified any significant deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Our directors and officers, as of December 15, 2008, are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors. The officers serve at the will of the Board of Directors.

Name	Age	Positions and Offices Held
Bennett Kurtz	47	President, Chief Executive Officer, Chief Financial Officer and Director
Dan Schmitt	41	Director
Randy Delkus	41	Director
Daniel E. Kahan	54	Director

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years:

Bennett Kurtz was previously President and CEO of Kurtz Financial Group, a corporate finance company offering a full range of consulting and investment banking services to companies seeking growth. Mr. Kurtz has been involved in financing Public Companies and taking private company’s public through reverse mergers.

Mr. Kurtz was involved in an early stage private placement for Ezenet Inc., which later raised $51,000,000. Previously he administered and managed a comprehensive mortgage portfolio in excess of $125,000,000. He was responsible for underwriting and the syndication of mortgages to financial institutions and accredited investors. Mr. Kurtz also was responsible for managing and growing a chain of retail hearing aid centers, which he later sold.

Mr. Kurtz graduated from York University in 1983 with a BA degree in Administrative Studies.

Mr. Dan Schmitt is co-founder and Chief Executive Officer of Anthony, Allan & Quinn, Inc. ETAL (“AAQ”) Inc.  This integrated family of businesses, offered clients a broad range of services and technological solutions, including electronic medical records, outsourced business services,  marketing and advertising initiatives.

Since its inception in 1993, AAQ grew from a single automotive marketing firm to a diversified holding company with combined revenues of over $100 million in 2003. By 1998, AAQ had become the 156th fastest growing company in the United States on Inc. Magazine’s Inc. 500 list. In 1997, recognizing a tremendous need and opportunity for the application of document processing solutions to the healthcare industry, Mr. Dan Schmitt and his two AAQ partners co-founded ABF, to serve insurance companies, Managed Care Organizations, HMO’s, and Third Party Administrators. ABF leveraged a combination of proprietary print, insert and Web-based technology to integrate directly with healthcare company claim systems. By 2003, ABF had become the 23rd fastest growing company on the Inc. 500 and #1 in Missouri. In July of 2003, ABF was sold to publicly-traded WebMD, for cash and stock of $260 million.

Mr. Schmitt was the leading force of AAQ and ABF business models and the architect of a methodology for creating new business initiatives. He has since combined his expertise in business development, administration, finance, and marketing, to create The Incubation Factory – a privately funded business incubator. In 2005, Mr. Schmitt opened the doors to “The Factory” in state of the art renovated 50,000 sq.ft. warehouse in downtown St. Louis. The Incubation Factory is dedicated to the mission of growing businesses faster, smarter, and cheaper than ever thought possible. Mr. Schmitt serves as the Chief Operating Officer of The Incubation Factory.

Mr. Schmitt earned a B.A. in Marketing from the University of Northern Iowa in 1989.  He spends time consulting with each of the businesses while always keeping an eye to the next business opportunity.

Mr. Randy Delkus is a senior healthcare executive with experience in both for profit and not for profit sectors.  He received his B.S. in Nursing, Magna Cum Laude, from St. Louis University and also holds a Business degree from Southern Illinois University, specializing in Marketing and Management.  He completed his Masters in Business Administration at Webster University in St. Louis, graduating Magna Cum Laude.

Mr. Delkus is currently the President of Anthony, Allan & Quinn (AAQ) and The Incubation Factory (TIF), a go-to market business incubator that works with start up companies, universities, individual entrepreneurs and private and public industry; 75% of its current portfolio has a life sciences and/or healthcare focus.

Prior to AAQ, Mr. Delkus served as Chief Executive Officer for one of St. Louis’ most premier healthcare institutions.

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Mr. Daniel E. Kahan has an extensive international actuarial background in the life insurance industry. Mr. Kahan has hands-on experience and knowledge of the life settlements market in North America. After earning a B.Sc. (Honors) in Mathematics from University College, London, England, he qualified as an Associate of the Institute of Actuaries in 1984. He worked for 3 years in South Africa for Metropolitan Life, before moving to North America. In Toronto, Ontario, Canada he worked for Sun Life and Zurich Life, and in Chicago, Illinois, U.S.A., for Blue Cross.

In 1994 he founded Canadian Life Line in Nova Scotia, to provide insurance secured loans, with the approval of the Nova Scotia Superintendent of Loans & Insurance.

In July 2001, he was a panel member at the Society of Actuaries Product Development Meeting session in Toronto, on Life Settlements.

Committees and Meetings

The board of directors is currently composed of 4 people. All board action requires the approval of a majority of the directors in attendance at a meeting at which a quorum is present.

We currently do not have standing audit, nominating or compensation committees. Our entire board of directors handles the functions that would otherwise be handled by each of the committees. We intend, however, to establish an audit committee, a nominating committee and a compensation committee of the board of directors as soon as practicable. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditors, evaluating our accounting policies and our system of internal controls. The nominating committee would be primarily responsible for nominating directors and setting policies and procedures for the nomination of directors. The nominating committee would also be responsible for overseeing the creation and implementation of our corporate governance policies and procedures. The compensation committee will be primarily responsible for reviewing and approving our salary and benefit policies (including equity plans), including compensation of executive officers.

Upon the establishment of an audit committee, the board will determine whether any of the directors qualify as an audit committee financial expert.

Family Relationships

There are no family relationship among any of our officers or directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

We have not filed a Form 5 for the year ending August 31, 2008.

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ITEM 11. EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following persons:

(a)	our principal executive officer;
(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended August 31, 2008, 2007 and 2006; and
(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended August 31, 2008, 2007 and 2006,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE

		Annual Compensation				Long-Term Compensation
						Awards	Payouts
Name And Principal Position	Year	Salary	Bonus	Other Annual Compensation	Stock Award(s)	Options  Awards	LTIP Payouts	All Other Compensation
		($)	($)	($)	($)	($)	($)	($)
Bennett Kurtz, Chief Executive Officer	2006	0	0	0	0	0	0	0
	2007	0	0	0	0	0	0	0
	2008	30,000 (1)	0	0	0	82,242 (2)	0	0

Mr. Dan Schmitt Director	2006	0	0	0	0	0	0	0
	2007	0	0	0	0	0	0	0
	2008	0	0	0	0	82,242 (2)	0	0

Mr. Randy Delkus Director	2006	0	0	0	0	0	0	0
	2007	0	0	0	0	0	0	0
	2008	0	0	0	17,100 (3)	82,242 (2)	0	0
Mr. Daniel E. Kahan Director	2006	0	0	0	0	0	0	0
	2007	0	0	0	0	0	0	0
	2008	0	0	0	17,100 (3)	82,242 (2)	0	0

(1) In consideration of the services to be rendered hereunder, the Company hereby agrees to pay to Bennett Kurtz to serve as Chief Executive Officer of the Company for $10,000 per month from June 1, 2008 to December 31, 2008 and then $12,500 per month commencing January 1, 2009 until December 31, 2009. $30,000 was accrued as at August 31, 2008.

(2)

On April 21, 2008 the Company executed stock option agreements with four directors of the Company in consideration for their appointment to the Board of Directors.  Under the terms of these agreements the Company granted to each director an option to purchase a total of 10,000 shares of the company's common stock ("Option Shares") in the following manner: (A) 2,500 shares at an exercise price of $20.00 per share, (B) 3,500 shares at an exercise price of $25.00 per share and (C) 4,000 shares at an exercise price of $35.00 per share. The grantee shall have the option to purchase all of the Option Shares after six months of the grant date of October 22, 2008.  The optionsexpire in five years from the grant date, on April 21, 2008.

(3)

On 20 September 2007, the Company issued 6,000 shares of common stock in exchange for services rendered by two individuals on the Board of Directors. The shares issued were valued at their fair market value of $5.70 which is the amount that would have been received if the shares had been issued for cash.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the number of shares of Common Stock beneficially owned on December 15, 2008, the Closing Date, by each person who is known by the Company to beneficially own 5% or more of the Company’s Common Stock, each of the Company’s directors and executive officers, and all of the Company’s directors and executive officers, as a group:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class (1)
Common	574667 Ontario Limited (2) 32 Prue Avenue Toronto, ON M6B 1R4	4,600,000	15.18%
Common	Itamar Cohen 3100 Steeles Ave. W. PH Concord, ON L4K 3R1	12,900,000	46.13%
	All officers and directors as a group (1 person)	4,600,000	15.18%

(1)	Based on 30,303,168 shares of our common stock outstanding.
(2)	574667 Ontario Limited is controlled by Bennett Kurtz and there Mr. Kurtz is deemed as the beneficial owner of these shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company’s fiscal year ended August 31, 2008, we were billed approximately $30,000 (2007 – $9,000) for professional services rendered for the audit of our financial statements.

Audit-Related Fees

For the Company’s fiscal year ended August 31, 2008 and 2007 we did not incur any fees for services rendered for other audit related fees.

Tax Fees

For the Company’s fiscal year ended August 31, 2008 and 2007 we did not incur any fees for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

None.

Pursuant to the requirements of Section 13 or 15(d) 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.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us or our subsidiaries to render any auditing or permitted non-audit related service, the engagement be:

-approved by our audit committee; or

-entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee. Our President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by our President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer either before or after the respective services were rendered.

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PART IV

ITEM 15. EXHIBITS

Exhibit Number	Exhibit Title
31.1	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
32.1	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports of Form 8-K filed in fourth quarter of the fiscal year:

None 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

MAXLIFE FUND CORP.
By:	/s/ Bennett Kurtz
	Bennett Kurtz
	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Director

Dated: December 15, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

NAME	TITLE	DATE
/s/ Bennett Kurtz	President, Chief Executive Officer,	December 15, 2008
Bennett Kurtz	Chief Financial Officer, Principal Accounting Officer, and Director

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