`SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20459

                                   FORM 10-KSB

    (X) Annual Report Pursuant to Section 13 or 15(d) of the Securities and
                              Exchange Act of 1934.

                      For the Year Ended December 31, 2002

                        Commission File Number: 333-44586

                           Maxim Mortgage Corporation
             (Exact name of Registrant as specified in its Charter)

                                    DELAWARE
                       (State of or other jurisdiction of
                         incorporation or organization)

                                   58-2565680
                             (IRS Employer I.D. No.)


              7740 Roswell Road, Suite 400, Atlanta, Georgia 30350
                    (Address of Principal Executive Offices)

                                 (404) 591-0675
              (Registrant's telephone number, including area code)

                                      None
          (Securities registered pursuant to Section 12(b) of the Act)

                         Common Stock, $.0001 Par Value
          (Securities registered pursuant to Section 12(g) of the Act)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by 7 Section 13 or 15(d) of the Securities Exchange act of 1934
during the preceding 12 months (or for such other shorter period that the
registrant was required to file such reports), and (20 has been subject to such
filing requirements for the past 90 days.  X  Yes ___No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by referencing Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  X 

Issuer's revenues for the most recent fiscal year: $2,212,685

The aggregate market value of the voting stock held by non-affiliates of the
registrant at December 31, 2002 was $881,164. Shares of common stock held by
each officer and director and by each person who owns more that 5% of the
outstanding common stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.



                                       1


Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of the latest practicable date. As of March 31, 2003: 39,811,638
Common Shares

Documents Incorporated By Reference - NONE

Transitional small business disclosure format. __ Yes  X  No




                                       2



                           Maxim Mortgage Corporation

                                  FORM 10 - KSB

                                Table of Contents


PART I.
        ITEM 1. Description of Business                                    3
        ITEM 2. Description of Property                                    5
        ITEM 3. Legal Proceedings                                          5
        ITEM 4. Submission of Matters to a Vote of Security Holders        5
PART II
        ITEM 5. Market for the Common Equity and Related Stockholder
                Matters                                                    5
        ITEM 6. Plan of Operation                                          6
        ITEM 7. Financial Statements                                       8
        ITEM 8. Changes In and Disagreements With Accountants on
                Accounting and Financial Disclosures                       22
PART III
        ITEM 9  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the Exchange
                Act                                                        22
        ITEM 10 Executive Compensation                                     23
        ITEM 11 Security Ownership of Certain Beneficial Owners
                and Management                                             24
        ITEM 12 Certain Relationships and Related Transactions             25
        ITEM 13 Exhibits, Financial Statement Schedules and Reports
                on Form 8-K                                                25
        ITEM 14 Controls and Procedures                                    25

Signatures                                                                 26



                                        2





                                     PART I.

ITEM 1 - DESCRIPTION OF BUSINESS

General description:

We are a residential and commercial mortgage broker in the States of Georgia,
Florida, Tennessee, Alabama, Kentucky, Colorado, Wyoming, Montana, Oklahoma and
Alaska.

1. Principal products or services and their markets:

We offer a variety of conventional, non-conforming and government loan programs
to potential customers.

- Conventional loans are mortgages that are not backed by government insurance
programs. They may carry fixed or variable interest rates with repayment terms
as long as 40 years. In some cases, mortgages can be obtained with no down
payment, although mortgage insurance is generally required when less than 20% is
paid upfront.

- Non-conforming loans are mortgages to borrowers that have non-traditional
income, credit or property issues. Non-conforming mortgage loans are inherently
more risky than conventional mortgage loans. Because the non-conventional market
has no set standards, loan programs offered by various lenders may terminate
without notice.

- Government loans are mortgages that are insured or guaranteed by the United
States government.

2. Distribution methods of the products or services:

As of December 31, 2002, we employed approximately sixty mortgage loan
originators who market to individuals seeking to purchase or refinance
residential or commercial real estate.

3. Status of any publicly announced new product or service:

None.

4. Competitive business conditions and the small business issuer's competitive
position in the industry and methods of competition:

The National Association of Mortgage Brokers reports that there are more than
20,000 mortgage brokerage operations in the U.S., employing an estimated 200,000
people. The U.S. Department of Housing & Urban Development reported that 56% of
mortgage originations were made by mortgage companies in 1997 compared to only
22% in 1980.

The mortgage lending industry is highly fragmented with many players serving the
borrowing community. We will face competition on many fronts, both at the retail
sales level and in the area of retaining quality mortgage brokers. Borrowers
have a plethora of financing alternatives including: consumer finance companies,
mortgage banking companies, independent mortgage brokers, savings banks,
community banks, credit unions, thrift institutions, credit card issuers,
insurance companies, Federal Home Loan Mortgage Corporation and other entities
engaged in mortgage lending.

We will face the challenge of recruiting and retaining high quality loan
originators. We are an early stage company with limited capital resources. This
may make it difficult for us to successfully compete against larger, better
capitalized firms in the marketplace.

Competition among industry players can take the form of interest rates, loan
origination fees, term and amount of loan, marketing and distribution channels
(including on-line applications), customer services, and convenience of
obtaining a loan.



                                       3



We believe that the principal competitive factors in our market are product
knowledge, honesty, brand recognition, reliability, customer service and
pricing. Most of our current and potential competitors have longer operating
histories and significantly greater financial, technical, marketing and public
relations resources than we have. Competition of the type described above could
materially adversely affect our business, results of operations and financial
condition.

5. Sources and availability of raw materials and the names of principal suppliers:

We are dependent on mortgage lending relationships to fund our mortgage loans
since we act as a broker. As of December 31, 2002, we had approximately eighty
lenders that have agreed to fund our loans.

6. Dependence on one or a few major customers:

None.

7. Patents, trademarks, licenses, franchises, concessions, royalty agreements or
labor contracts, including duration:

None.

8. Need for any government approval of principal products or services:

We are licensed or exempt by each of the states we act as a mortgage broker. In
addition, we are licensed as an FHA and VA broker.

9. Effect of existing or probable governmental regulations on the business:

Our operations is subject to extensive regulation, supervision and licensing by
federal, state and local governmental authorities and are subject to various
laws and judicial and administrative decisions imposing requirements and
restrictions on part or all of our operations.

Our mortgage activities is subject to the Federal Truth-in-Lending Act and
Regulation Z (including the Home Ownership and Equity Protection Act of 1994),
the Federal Equal Credit Opportunity Act, as amended, and Regulation B, the Fair
Credit Reporting Act of 1970, as amended, the Federal Real Estate Settlement
Procedures Act and Regulation X, the Home Mortgage Disclosure Act, the Federal
Debt Collection Practices Act and the National Housing Act of 1934, the Georgia
Fair Lending Act, as well as other federal and state statutes and regulations
affecting our activities.

We are also subject to the rules and regulations of, and examinations by, state
and federal regulatory authorities with respect to originating and processing
loans. These rules and regulations, among other things, impose licensing
obligations on us, establish eligibility criteria for mortgage loans, prohibit
discrimination, govern inspections and appraisals of properties and credit
reports on loan applicants, regulate assessment, collection, foreclosure and
claims handling, investment and interest payments on escrow balances and payment
features, mandate certain disclosures and notices to borrowers and, in some
cases, fix maximum interest rates, fees and mortgage loan amounts. Failure to
comply with these requirements can lead to loss of approved status, certain
rights of rescission for mortgage loans, class action lawsuits and
administrative enforcement action.

There can be no assurance that we will maintain compliance with these
requirements in the future without additional expenses, or that more restrictive
local, state or federal laws, rules and regulations will not be adopted or that
existing laws and regulations will not be interpreted in a more restrictive
manner, which would make compliance more difficult and more expensive for us.

Violations of local laws may be alleged or charged by state or foreign
governments and we may unintentionally violate local laws. Local laws may be
modified or new laws enacted, in the future. Any of these developments could



                                       4



have a material adverse effect on our business, results of operations and
financial condition.

10. Estimate of the amount spent during each of the last two fiscal years on
research and development activities:

None.

11. Costs and effects of compliance with environmental laws (federal, state and
local):

None.

12. Number of total employees and number of full time employees:

As of December 31, 2002, we have approximately six full time employees and sixty
part time employees. From time to time, we may employ independent contractors to
support our development, technical, marketing, sales, support and administrative
organizations. Competition for qualified personnel in the industry in which we
compete is intense. We believe that our future success will depend in part on
our continued ability to attract, hire or acquire and retain qualified
employees.

ITEM 2 - DESCRIPTION OF PROPERTY

We have our corporate headquarters in Atlanta, Georgia. Substantially all of our
operating activities are conducted from approximately 4,800 square feet of
office space at a monthly cost of $5,477. We believe that additional space will
be required as our business expands and believe that we can obtain suitable
space as needed. We do not own any real estate.

ITEM 3 - LEGAL PROCEEDINGS

NONE

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

NONE

PART II.

ITEM 5 - MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

a. Market information: Our common stock is traded on the over-the-counter
bulletin board ("OTCBB") under the symbol "MXMO". The following table sets forth
the range of high and low closing bid quotations of our common stock for each
fiscal quarter since we have been publicly traded:

BID OR TRADE PRICES

2002 FISCAL YEAR                       HIGH  LOW

Quarter Ending 03/31/02.............. $0.00 $0.00

Quarter Ending 06/30/02.............. $0.00 $0.00

Quarter Ending 09/30/02.............. $0.06 $0.31

Quarter Ending 12/31/02.............. $0.10 $0.28

At December 31, 2002, the status of our stock options are summarized below:

                                                                     Weighted
                                                    Number of         Average
                                                      Shares      Exercise Price

Outstanding at December 31, 2001                            -     $         -
Granted                                             2,119,350     $       .09
Exercised                                                   -               -
Canceled                                             (795,000)    $       .09
Outstanding at December 31, 2002                    1,324,350     $       .09
                                                   ===========    ===========

Options exercisable at December 31, 2002                    -     $         -
                                                   ===========    ===========

   Our options vest as follows:


                                            # of Options       Weighted Average
   Years Ended                              Exercisable        Exercise Prices

   December 31, 2002                                 -                     -
   December 31, 2003                           441,450                  $.09
   December 31, 2004                           441,450                  $.09
   December 31, 2005                           441,450                  $.09  

   Total                                     1,324,350                  $.09
                                             =========               =========


Any unexercised options that expire or that terminate upon an optionee ceasing
to be an officer, director or an employee become available once again for
issuance.


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b. Holders: There are 91 holders of our common stock.
c. Dividends: We have not and do not anticipate that we will pay any dividends
for the foreseeable e future.

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS

General discussion.

At December 31, 2001, we were a development stage enterprise. In January 2002,
we commenced our planned principal operations and are currently engaged in the
brokerage and origination of mortgage loans on behalf of various third party
lenders. Our plans for the following twelve months is to complete the following
objectives within the time period specified:

- Develop larger organizational infrastructure. We intend to continue hiring
mortgage loan originators, mortgage loan processors and administrative staff.
Our ability to continue to develop organization strength will be severely
limited if we are unable to grow from our current level of business.

- Develop broader marketing programs. Marketing will provide the credibility
needed to approach mortgage loan originators and generate sales leads. We intend
to fully explore radio advertising, direct mail and telemarketing. Our ability
to continue to develop broader marketing initiatives will be severely limited if
we are unable to grow from our current level of business.

During the next twelve months, we anticipate hiring four additional salaried
full-time employees, a number of commissioned full-time employees and a number
of part-time employees.

We do not plan to make any significant additions to our plant, property or
equipment.

Our actual results and our actual plans may differ materially from what is
stated above. Factors that may cause our actual results or our actual plan of
operations to vary include, among other things, decisions of our board of
directors not to pursue a specific course of action based on the field tests of
our products, completion of the development of our products, changes in the
competitive environment, changes in our business or general economic conditions.

Readers are referred to the cautionary statement, which addresses
forward-looking statements made by us.

Results of operations

For the year-ended December 31, 2001, we did not generate any revenues other
than interest income of $3,105and we incurred a net loss of approximately
$72,500. Our operating expenses consisted substantially of employee compensation
and benefits, and consulting and professional fees as we prepared to implement
our planned principal operations.

During the year ended December 31, 2002, we implemented our planned principal
operations and generated broker fee income of approximately $2,212,000. These
revenues were offset by expenses of approximately $2,304,100, which resulted in
a net loss of approximately $91,500. Approximately 80% of these expenses related
to employee compensation and benefits that to a large part fluctuate in relation
to revenues. This is because a significant portion of our payroll expenses are
commission based that are paid only after we receive the related fee income from
the origination of loans.

Other expenses consisted substantially of professional and consulting fees of
approximately $125,000, selling and marketing expenses of approximately $172,100
and occupancy and equipment expenses of approximately $96,900. Professional and
consulting fees, and selling and marketing expenses increased substantially from
the preceding year as we were developing our business and infrastructure. With
respect to occupancy and equipment, these expenses increased from zero in 2001
to approximately $97,000 in 2002 primarily as a result of rent expense that we
began to incur in 2002. In 2001, these expenses were zero as our President
allowed us to use a portion of his home for office space in such year. In 2002,



                                       6



rent expense increased to approximately $50,000. Other significant occupancy
expenses incurred in 2002 related to telephone expense of approximately $32,900
and depreciation expense of approximately $14,000. Our results of operations for
the years ended December 31, 2001 and 2000, are not necessarily indicative of
the results that may occur for any future period. We expect to expand our
business and client base, which will result in increasing expenses as we
increase the number of sales and support personnel.

Liquidity and capital resources 

During the year ended December 31, 2002, we generated cash flow from operating
activities of approximately $12,400 as compared to cash used for such activities
of approximately $62,600 in 2001. The increase resulted primarily from the
accrual of certain liabilities at December 3,1 2002 as our net losses less
non-cash expenses approximated $63,600 in 2002 and $60,600 in 2002. At December
31, 2002, our current liabilities included approximately $63,800 of accrued
expenses that we anticipate will ultimately require the outlay of cash.

Cash used by investing activities increased from approximately $9,900 in 2001 to
approximately $52,900 in 2002. This increase resulted from purchases of
furniture, fixtures and equipment made necessary by our growth in personnel and
move to our operating facility.

Cash flows provided by financing activities increased from approximately $50,200
in 2001 to approximately $176,000 in 2002. These cash flows were generated
through sales of our common stock.

In total, our cash increased by approximately $135,500 during the year ended
December 31, 2002.

We expect to make expenditures from anticipated cash flows, of at least
$2,400,000 during the next twelve months. These funds will be primarily used to
advertise, hire, retain and support mortgage loan originators and mortgage loan
processors, and for general working capital. Because the majority of these
expenses variable and dependent upon the receipt of actual revenues (i.e.
employee benefits and compensation), we currently believe we have enough capital
to finance our planned operations.

Limited operating history. 

As a result of our limited operating history, we have limited meaningful
historical financial data upon which to predict future operating results.
Accordingly, we do not believe that you should rely on our current operating
results to predict our future performance. You must consider our prospects in
light of the risks, expenses and difficulties encountered by companies in new
and rapidly evolving markets. We may not be successful in addressing these risks
and difficulties.. Revenues and operating results generally will depend on the
volume of, timing of and ability to complete transactions, which are difficult
to forecast. In addition, there can be no assurance that we will be able to
accurately predict our net revenue, particularly in light of the intense
competition for mortgage services, and the uncertainty as to the broad
acceptance of our products and service. We may be unable to adjust spending in a
timely manner to compensate for any unexpected revenue shortfall or other
unanticipated changes in our industry. Any failure by us to accurately make
predictions could have a material adverse effect on our business, results of
operations and financial condition.

Critical Accounting Policies

Our critical accounting policies, including the assumptions and judgments
underlying them, are disclosed in the Notes to the Financial Statements. We have
consistently applied these policies in all material respects. We do not believe
that our operations to date have involved uncertainty of accounting treatment,
subjective judgment, or estimates, to any significant degree.

CAUTIONARY STATEMENT

This Form 10-KSB, press releases and certain information provided periodically
in writing or orally by the Corporation's officers or its agents contain
statements which constitute forward-looking statements within the meaning of




                                       7



Section 27A of the Securities Act, as amended and Section 21E of the Securities
Exchange Act of 1934. The words expect, anticipate, believe, goal, plan, intend,
estimate and similar expressions and variations thereof if used are intended to
specifically identify forward-looking statements. Those statements appear in a
number of places in this Form 10-KSB and in other places, particularly,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, and include statements regarding the intent, belief or current
expectations of the Corporation, its directors or its officers with respect to,
among other things: (i) the Corporation's liquidity and capital resources; (ii)
its financing opportunities and plans and (iii) its future performance and
operating results. Investors and prospective investors are cautioned that any
such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ materially
from those projected in the forward-looking statements as a result of various
factors. The factors that might cause such differences include, among others:
(i) any material inability of the Corporation to successfully identify,
consummate and integrate the acquisition of finance receivables at reasonable
and anticipated costs, (ii) any material inability of the Corporation to
successfully develop its products; (iii) any adverse effect or limitations
caused by governmental regulations; (iv) any adverse effect on the Corporation's
continued positive cash flow and ability to obtain acceptable financing in
connection with its growth plans; (v) any increased competition in business;
(vi) any inability of the Corporation to successfully conduct its business in
new markets; and (vii) other risks including those identified in the
Corporation's filings with the SEC. The Corporation undertakes no obligation to
publicly update or revise the forward looking statements made in this Form
10-KSB, to reflect events or circumstances after the date of this Form 10-KSB or
to reflect the occurrence of unanticipated events.

ITEM 7 - FINANCIAL STATEMENTS




                           MAXIM MORTGAGE CORPORATION

                            Financial Statements and
                     Supplemental Schedule as of and for the
                     Years Ended December 31, 2002 and 2001
                                       and
                          Independent Auditors' Report






                                       8




                           MAXIM MORTGAGE CORPORATION

                                TABLE OF CONTENTS

________________________________________________________________________________


                                                                      PAGE

Independent Auditors' Report                                           10

Financial Statements:

   Balance Sheet as of December 31, 2002                               11

   Statements of Operations for the years ended December 31,
      2002 and 2001                                                    12

   Statements of Stockholders' Equity for the years
      ended December 31, 2002 and 2001                                 13

   Statements of Cash Flows for the years ended December 31,
      2002 and 2001                                                    14

  Notes to Financial Statements                                        15

  Supplemental Schedule of Computation of Adjusted Net
    Worth as of December 31, 2002                                      21

________________________________________________________________________________





                                       9




                   LETTERHEAD OF KINGERY, CROUSE & HOHL, P.A.


INDEPENDENT AUDITORS' REPORT

To the Stockholders and the Board of Directors of Maxim Mortgage Corporation:

We have audited the accompanying balance sheet of Maxim Mortgage Corporation
(the "Company"), as of December 31, 2002, and the related statements of
operations, stockholders equity and cash flows for the years ended December 31,
2002 and 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and the disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
the significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2002, and the results of its operations and its cash flows for the years ended
December 31, 2002 and 2001, in conformity with accounting principles generally
accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Computation
of Adjusted Net Worth on page F-13 is presented for purposes of additional
analysis and is not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

                          Kingery, Crouse & Hohl, P.A.

March 26, 2003
Tampa, Florida



                                       10





                           MAXIM MORTGAGE CORPORATION

                      BALANCE SHEET AS OF DECEMBER 31, 2002
______________________________________________________________________________


CURRENT ASSETS:
   Cash and cash equivalents                                     $    205,592
   Employee receivable                                                  5,225 
        Total current assets                                          210,817

Furniture, fixtures and equipment (net of accumulated
   depreciation of $14,625)                                            48,121

Other assets                                                            1,750 

TOTAL                                                            $    260,688
                                                                 =============


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Customer deposits                                             $     17,188
   Accrued and other liabilities                                       63,766 
        Total liabilities                                              80,954 


STOCKHOLDERS' EQUITY:
   Preferred stock - $0.0001 par value; 5,000,000 shares
   authorized; zero shares issued and outstanding                           -
   Common stock - $0.0001 par value; 200,000,000 shares
   authorized; 39,811,638 shares issued and outstanding                 3,981
   Additional paid-in capital                                         374,251
   Deficit                                                           (198,498)
        Total stockholders' equity                                    179,734 

TOTAL                                                            $    260,688
                                                                 =============

______________________________________________________________________________

See notes to financial statements.



                                       11




                           MAXIM MORTGAGE CORPORATION

                            STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

________________________________________________________________________________

                                                2002            2001   


REVENUES:
  Broker fee income                       $  2,212,074    $          -
  Interest income                                  611           3,105 
    Total revenues                           2,212,685           3,105 

EXPENSES:
  Employee compensation and benefits         1,840,015          41,949
  Professional and consulting fees             125,010          17,297
  Selling and marketing                        127,136               -
  Occupancy and equipment                       96,831               -
  Office supplies                               38,576               -
  Other                                         76,525          16,327 
     Total expenses                          2,304,093          75,573 

NET LOSS                                  $    (91,408)   $    (72,468)
                                          =============   =============

Net Loss Per Share - Basic and
   Diluted                                $      (0.00)   $      (0.00)
                                          =============   =============

Weighted Average Shares
   Outstanding - Basic and Diluted          38,047,800      35,222,500
                                          =============   =============


________________________________________________________________________________

See notes to financial statements.



                                       12





                           MAXIM MORTGAGE CORPORATION

             STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED

                           DECEMBER 31, 2002 AND 2001

______________________________________________________________________________________________________________________


                                                                             Additional
                                                   Common Stock               Paid-In
                                              Shares           Amount         Capital          Deficit         Total

Balances, December 31, 2000                35,030,000      $   3,503        $  123,497     $  (34,622)     $   92,378

Issuance of common stock for cash           1,004,000            100            50,100              -          50,200

Services contributed by employee                    -              -            11,250              -          11,250

Net loss                                            -              -                 -        (72,468)        (72,468)

Balances, December 31, 2001                36,034,000          3,603           184,847       (107,090)         81,360

Issuance of common stock for cash           3,519,550            352           175,626              -         175,978

Common stock issued to employees              208,088             21            11,283              -          11,304

Issuance of common stock for
   marketing services                          50,000              5             2,495              -           2,500

Net loss                                            -              -                 -        (91,408)        (91,408)

Balances, December 31, 2002                39,811,638      $   3,981        $  374,251     $ (198,498)     $  179,734
                                          ============     ==========       ===========    ===========     ===========

______________________________________________________________________________________________________________________

See notes to financial statements.





                                       13








                           MAXIM MORTGAGE CORPORATION

                            STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
______________________________________________________________________________________


                                                                  2002          2001

Cash Flows From Operating Activities:
Net loss                                                    $   (91,408)    $ (72,468)
Adjustments to reconcile net loss to net cash provided
 by (used in) operating activities:
   Depreciation                                                  13,993           632
   Stock based compensation and consulting                       13,804             -
   Other non-cash compensation                                        -        11,250
   Increase in employee receivable                               (5,225)            -
   Decrease (increase) in other current assets                    3,500        (3,500)
   Increase in other assets                                      (1,750)            -
   Increase in current liabilities                               79,454         1,500 

Net Cash Provided By (Used in) Operating Activities              12,368       (62,586)

Cash Used By Investing Activities -
  Purchases of furniture, fixtures and equipment                (52,882)       (9,863)

Cash Flows Provided By Financing Activities -
  Proceeds from issuance of common stock                        175,978        50,200 

Net increase (decrease) in cash and cash equivalents            135,464       (22,249)

Cash and Cash Equivalents at beginning of year                   70,129        92,378 

Cash and Cash Equivalents at end of year                    $   205,593     $  70,129
                                                            ============    ==========

Supplemental cash flow information:

    Cash paid for:
         Interest                                           $         -     $       -
                                                            ============    ==========
         Income taxes                                       $         -     $       -
                                                            ============    ==========

______________________________________________________________________________________

See notes to financial statements.



                                       14




                           MAXIM MORTGAGE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________

NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

Maxim Mortgage Corporation ("we", "us", "our") was initially incorporated on
January 5, 1999 under the laws of the state of Delaware as JAHB Holdings, Inc.
On October 22, 2001, we changed our name to Maxim Mortgage Corporation. At
December 31, 2001 we were a development stage enterprise. In January 2002, we
commenced our planned principal operations and are currently engaged in the
brokerage and origination of mortgage loans on behalf of various third party
lenders. Our operations are located in Atlanta, Georgia, and substantially all
of our loans we originate arise from residents of such area. As a result, it is
at least reasonably possible that we could experience a severe impact on our
operations if the Atlanta, Georgia economy experienced a downturn.

On October 22, 2001, our stockholders voted to amend our Articles of
Incorporation by increasing our authorized common shares from 20,000,000 to
200,000,000, and by reducing the par value of our common stock from $0.001 to
$0.0001 per share. This amendment also authorizes us to issue 5,000,000 shares
of preferred stock with a par value of $0.0001. Simultaneously, we forward split
our outstanding shares 10 to 1, and our president and majority stockholder
canceled 70,000,000 shares of common stock he received on the date of our
incorporation.

All references to the number of shares and par value in the accompanying
financial statements and notes thereto have been adjusted to reflect the stock
split, cancellation of shares and changes in the authorized number of shares of
our common and preferred stock and their related par values as though all such
changes had been completed as of January 5, 1999 (date of incorporation).

Use of Estimates

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires us 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. The reported amounts of revenues and expenses during the reporting
period may be affected by the estimates we are required to make. Actual results
could differ from our estimates.

Concentration of Credit Risk

Financial instruments, which potentially subject us to significant
concentrations of credit risk, consist primarily of cash and cash equivalents.
At December 31, 2002 we maintain



                                       15



all of our cash and cash equivalents in deposit accounts with one high quality
financial institution, which deposit accounts at times may exceed federally
insured limits. We have not experienced any losses in such accounts.

Revenue Recognition

We recognize broker fee income when mortgage transactions are funded.

Statement of Cash Flows

For purposes of the statement of cash flows, we consider all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.

Financial Instruments

We believe the book value of our current assets and liabilities approximates
their fair values due to their short-term nature.

Advertising Expense

We expense advertising costs as they are incurred. No advertising costs were
incurred during the years ended December 31, 2002 and 2001, respectively.

Furniture, Fixtures and Equipment

Furniture, fixtures and equipment are stated at cost. Major additions are
capitalized, while minor additions and maintenance and repairs, which do not
extend the useful life of an asset, are expensed as incurred. Depreciation is
computed using an accelerated method over the estimated useful lives of the
assets, which range from 3 to 7 years.

Stock-Based Compensation 

We account for equity instruments issued to employees for services based on the
fair value of the equity instruments issued and account for equity instruments
issued to those other than employees based on the fair value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably measurable.

We have adopted SFAS No 123, "Accounting for Stock-Based Compensation" which
requires us to recognize as expense the fair value of all stock-based awards on
the date of grant, or continue to apply the provisions of Accounting Principles
Board Opinion No. 25 and provide pro-forma net income (loss) earnings per share
disclosure for employee stock option grants and all other stock-based
compensation as if the fair-value-based method defined in SFAS 123 had been
applied. We have elected to continue to apply APB 25 in accounting for our stock
option plan.



                                       16


Income Taxes

We compute income taxes in accordance with Financial Accounting Standards
Statement No. 109 "Accounting for Income Taxes" ("SFAS 109"). Under SFAS 109,
deferred taxes are recognized for the tax consequences of temporary differences
by applying enacted statutory rates applicable to future years to differences
between the financial statement carrying amounts and the tax basis of existing
assets and liabilities. Also, the effect on deferred taxes of a change in tax
rates is recognized in income in the period that included the enactment date.
There were no significant temporary differences existing as of December 31, 2002
or 2001.

Long-Lived Assets

We periodically review our long-lived assets for indications of impairment. If
the value of an asset is considered impaired, an impairment loss is recognized.
At December 31, 2002, we believe all of our long-lived assets are recoverable.

Recent Pronouncements

We do not expect that the adoption of any recent accounting pronouncements will
have a material impact on our financial statements.

Reclassifications

Certain amounts in the 2001 financial statements have been reclassified to
conform to the presentation in the 2002 financial statements.

NOTE B - RELATED PARTY TRANSACTIONS

During the year ended December 31, 2001, we recognized $11,250 of non-cash
employee compensation. We believe this amount represents the fair value of
services provided to us by our president during the nine months ended September
30, 2001 (as discussed at Note F, subsequent to September 30, 2001, we began to
compensate our president under an employment agreement). Because the amounts
incurred prior to September 30, 2001 will not be paid, now or in the future, the
amounts have been reflected as increases in additional paid-in capital.

No amounts have been ascribed to the use of a portion of our president's home
for office space in the accompanying 2001 statements of operations because the
value of such office space was not considered significant.

Our president and majority stockholder periodically advances funds to us. These
advances, which were repaid as of December 31, 2001, were unsecured,
non-interest bearing and due on demand.


                                       17


NOTE C - INCOME TAXES

We recognized losses for both financial and tax reporting purposes during each
of the years ended December 31, 2002 and 2001. Accordingly, no provision for
income taxes and/or deferred income taxes payable have been provided for in the
accompanying financial statements.

At December 31, 2002, we had a net operating loss carryforward of approximately
$169,200 for income tax purposes. The difference between such amount and our
deficit of approximately $198,500 arises primarily from certain non-cash
compensation we recognized in 2001 and 2002 that is considered to be a permanent
difference. The net operating loss carryforwards expire in various years through
the year ended December 31, 2022. The deferred income tax asset arising from
this net operating loss carryforward is not recorded in the accompanying balance
sheet because we established a valuation allowance to fully reserve such asset,
as its realization did not meet the required asset recognition standard
established by SFAS 109. The valuation allowance increased by approximately
$34,400 during the year ended December 31, 2002.

NOTE D - NET LOSS PER SHARE

We compute net loss per share in accordance with SFAS No. 128 "Earnings per
Share" ("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98 ("SAB 98").
Under the provisions of SFAS No. 128 and SAB 98, basic net loss per share is
computed by dividing the net loss available to common stockholders for the
period by the weighted average number of common shares outstanding during the
period. Diluted net loss per share is computed by dividing the net loss for the
period by the number of common and common equivalent shares outstanding during
the period. Common equivalent shares outstanding as of December 31, 2002, which
consist of employee stock options, have been excluded from diluted net loss per
common share calculations because they are anti-dilutive. There were no common
equivalent shares outstanding during the year ended December 31, 2001.
Accordingly basic and diluted net loss per share are identical for each of such
years.

NOTE E - COMMON STOCK OFFERINGS

In October 2001, we closed our offering under our initial registration
statement, which became effective in October 2000. We sold 1,034,000 shares of
our common stock under this offering; 1,000,000 of which were purchased by our
president and majority stockholder.

Effective December 11, 2001, we offered an additional 10,000,000 shares of our
common stock to the public for $.05 per share. The offering, which was on a
best-efforts, no minimum basis, was closed in July 2002. We issued 3,519,550
shares under this offering.


                                       18


NOTE F - COMMITMENTS

In July 2002, we entered a lease for our administrative facility that requires
monthly payments of approximately $5,600 (including sales tax) through December
31, 2005. Our president and majority stockholder has unconditionally guaranteed
payment of the monthly lease payments through July 12, 2004, at which time such
guaranty will cease. Rent expense during the years ended December 31, 2002 and
2001 approximated $48,000 and $0.00, respectively.

At December 31, 2002, we are obligated under an employment agreement with our
president and majority stockholder. The agreement, which expires on January 1,
2006, requires us to pay annual, base compensation of $72,000 and various fringe
benefits (as defined in the agreement). We have the right to terminate the
employment of our president for any reason; if we elect to do so without
reasonable cause, we will be required to pay him a maximum of one month's
severance.

NOTE G - STOCK OPTIONS

In October 2001, our stockholder adopted our 2001 Stock Option Plan, which
provides for the grant to employees, officers, directors and consultants of
options to purchase up to an aggregate of 10,000,000 shares of our common stock,
consisting of both "incentive stock options" and "non-qualified" options.
Incentive stock options are issuable only to employees, while non-qualified
options may be issued to non-employee directors, consultants and others, as well
as to employees. The plan is administered by our board of directors, which
determines those individuals who are to receive options, the time period during
which the options may be partially or fully exercised, the number of shares of
common stock that may be purchased under each option, and the option price.

The status of our stock options are summarized below:

                                                                    Weighted
                                                 Number of          Average
                                                  Shares        Exercise Price

Outstanding at December 31, 2001                         -       $         -
Granted                                          2,119,350       $       .09
Exercised                                                -                 -
Canceled                                          (795,000)              .09
Outstanding at December 31, 2002                 1,324,350       $       .09
                                                ===========      ===========

Options exercisable at December 31, 2002                 -       $         -
                                                ===========      ===========



                                       19


   Our options vest as follows:

                                        # of Options           Weighted Average
      Years Ended                        Exercisable           Exercise Prices

      December 31, 2002                           -                     -
      December 31, 2003                     441,450                  $.09
      December 31, 2004                     441,450                  $.09
      December 31, 2005                     441,450                  $.09   

      Total                               1,324,350                  $.09
                                         ===========              ==========

The options expires on the earlier of the date specified in the option
agreement, or the tenth anniversary of the date of grant. Incentive option not
subject to this provision are designated as being non-statutory options.
Whenever an outstanding option is terminated (other than by exercise), the
shares of common stock relating to such option are to be restored to the Plan
and be available for the grant of other options under the Plan.

We account for our stock-based compensation using the intrinsic value method
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees". Because of this, and because all of the options above have
exercise prices equal to the fair market value of our stock at the date of
grant, no compensation expense for such options was recorded in 2002. Had our
compensation expense for stock-based compensation plans been determined based
upon fair values at the grant dates for awards under this plan in accordance
with SFAS No. 123, "Accounting for Stock-Based Compensation," our December 31,
2002 net loss and net loss per share would have increased by approximately $500
and $ 0.00, respectively.

The weighted average minimum value of options granted during 2002, estimated on
the date of grant using the Black-Scholes option-pricing model, ranged from
approximately $0.05 to $0.19. The minimum value of options granted was estimated
on the dates of the grants using the following approximate assumptions: dividend
yield of 0 %, expected volatility of 3.526%, risk-free interest rate of 1.99%,
and an expected life of 3 years.


________________________________________________________________________________






                                       20





                           MAXIM MORTGAGE CORPORATION

                             SUPPLEMENTAL SCHEDULE I

                        COMPUTATION OF ADJUSTED NET WORTH

                             AS OF DECEMBER 31, 2002

                 (To Determine Compliance with HUD Requirements)

________________________________________________________________________________


        Stockholders' equity (net worth) per balance sheet      $ 179,734

        Less Unacceptable Assets                                        -

        Adjusted Net Worth for HUD Requirements                 $ 179,734
                                                                =========



________________________________________________________________________________






                                       21



ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

NONE

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

The following table and subsequent discussion contains information concerning
our director and executive officer, who will serve in the same capacity with us
upon completion of the offering. Our executive officer was elected to his
position in July 2000.


Name                 Age     Title
Joel Arberman        30      President and Director


There are no other persons nominated or chosen to become directors or executive
officers nor do we have any employees other than above.

Mr. Arberman has served as president, chief executive officer and a member of
our board of directors since July 2000. His prior experiences are listed below:


Dates of Employment                Position/Company

March 2000 until present           Independent corporate finance and business
                                   development consultant.

November 1999 until March 2000     Chief Technology Officer and a member of the
                                   board of directors of ConnectivCorp, Inc.,
                                   a publicly traded company.

May 1998 until November 1999       Founder, president, chief executive officer
                                   and director of CDbeat.com, Inc.

January 1997 until May 1998        Independent corporate finance and business
                                   development consultant.

August 1995 until January 1997     Internet Analyst of Yorkton Securities, Inc.,

November 1994 until August 1995    Equity Analyst at SunAmerica Asset Management Company.

July 1993 until November 1994      Junior Analyst at First Investors Management Corporation.

Mr. Arberman holds a B.S. degree in Business Administration with a concentration
in finance and marketing and a minor in economics from the State University of
New York, at Albany.

Mr. Arberman earned a Certified Mortgage Specialist designation from the
Capstone Institute in Atlanta, Georgia.

Our directors hold office until the next annual meeting of shareholders and the
election and qualification of their successors. Directors receive no
compensation for serving on the board of directors other than reimbursement of
reasonable expenses incurred in attending meetings. Officers are appointed by
the board of directors and serve at the discretion of the board.

CONFLICTS OF INTEREST

Our directors and officers are or may become, in their individual capacity,
officers, directors, controlling shareholders and/or partners of other entities
engaged in a variety of businesses. There exist potential conflicts of interest
including allocation of time between us and their other business activities.



                                       22



ITEM 10 - EXECUTIVE COMPENSATION.

There was no officer whose salary and bonus for the period exceeded $100,000.

Mr. Arberman is currently employed by us at an annual base salary of $72,000 per
annum according to a written employment agreement signed in October 2001. His
employment agreement provides for reimbursement of business related expenses,
two weeks of vacation per calendar year, medical and disability benefits,
additional benefits as offered by us and bonus entitlement. Until there is an
independent board member, Mr. Arberman has agreed not to receive any bonus from
us. The employment contract also contains standard non-compete, termination,
confidentiality and other clauses. In addition to Mr. Arberman's base salary, he
is entitled to receive commissions (in a similar manner to other employees) for
any loans that he is responsible for originating. Total commissions paid to Mr.
Arberman during the year ended December 31, 2002 approximated $38,600.

                           Summary Compensation Table

                                                                      Salary &
            Name and Principal Capacity                  Year       Commissions

Joel Arberman                                            2002         $110,600
Chairman, Chief Executive Officer, Director *            2001         $0


Stock option plan.

In October 2001, our stockholders adopted our 2001 Stock Option Plan, which
provides for the grant to employees, officers, directors and consultants of
options to purchase up to an aggregate of 10,000,000 shares of common stock,
consisting of both "incentive stock options" and "non-qualified" options.
Incentive stock options are issuable only to employees, while non-qualified
options may be issued to non-employee directors, consultants and others, as well
as to employees.

The Plan is administered by our board of directors, which determines those
individuals who are to receive options, the time period during which the options
may be partially or fully exercised, the number of shares of common stock that
may be purchased under each option, and the option price.

The per share exercise price of the common stock subject to an incentive stock
option or non-qualified option may not be less than the fair market value of the
common stock on the date the option is granted. The per share exercise price of
the common stock subject to a non-qualified option will be established by the
board of directors. The aggregate fair market value, determined as of the date
the option is granted, of the common stock that any employee may purchase in any
calendar year pursuant to the exercise of incentive stock options may not exceed
$1,000,000. No person who owns, directly or indirectly, at the time of the
granting of an incentive stock option to him, more than 10% of the total
combined voting power of all classes of our stock is eligible to receive any
incentive stock options under the Plan unless the option price is at least 110%
of the fair market value of the common stock subject to the option, determined
on the date of grant. Non-qualified options are not subject to this limitation.

Incentive stock options may not be transferred by an optionee other than by will
or the laws of descent and distribution, and during the lifetime of an optionee,
the option will be exercisable only by him or her. In the event of termination
of employment other than by death or disability, the optionee has three months
after such termination during which he or she can exercise the option. Upon
termination of employment of an optionee by reason of death or permanent total
disability, his or her option remains exercisable for one year thereafter to the
extent it was exercisable on the date of such termination. No similar
limitations apply to non-qualified options.

Options under the Plan must be granted within ten years from the effective date
as amended of the Plan. The incentive stock options granted under the Plan
cannot be exercised more than ten years from the date of grant, and incentive



                                       23


stock options issued to 10% or greater stockholders are limited to five-year
terms. Options granted under the Plan may provide for the payment of the
exercise price in cash or by delivery to us of shares of common stock already
owned by the optionee having a fair market value equal to the exercise price of
the options being exercised, or by a combination of such methods of payment.
Therefore, an optionee may be able to tender shares of common stock to purchase
additional shares of common stock and may possibly exercise all of his stock
options with no additional investment other than his original shares.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth information with respect to the beneficial
ownership of our common stock before and after giving effect to the sale of the
maximum number of shares of common stock offered. All shareholders have sole
voting and investment power over the shares beneficially owned. Included within
this table is information concerning each stockholder who owns more than 5% of
any class of our securities, including those shares subject to outstanding
options. Although our officer may purchase shares in this offering, the
following amounts assume that our officer does not purchase any additional
shares.



                                       24



Beneficial ownership                    shares owned        Percentage of shares
class of common stock

Joel Arberman                            31,000,000                77.87
7740 Roswell Road, Suite 400
Atlanta, Georgia 30350

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the year ended December 31, 2001, we recognized $11,250 of non-cash
employee compensation. We believe this amount represents the fair value of
services provided to us by our president during the nine months ended September
30, 2001 (as discussed at Note F, subsequent to September 30, 2001, we began to
compensate our president under an employment agreement). Because the amounts
incurred prior to September 30, 2001 will not be paid, now or in the future, the
amounts have been reflected as increases in additional paid-in capital.

No amounts have been ascribed to the use of a portion of our president's home
for office space in the accompanying 2001 statements of operations because the
value of such office space was not considered significant.

Our president and majority stockholder periodically advances funds to us. These
advances, which were repaid as of December 31, 2001, were unsecured,
non-interest bearing and due on demand.

In October 2001, in connection with a stock split and recapitalization of our
Company, our President and majority stockholder canceled 70,000,000 shares of
his common stock.

All future transactions between us and our officers, directors or 5%
shareholders, and their respective affiliates, will be on terms no less
favorable than could be obtained from unaffiliated third parties and will be
approved by a majority of any independent, disinterested directors.

ITEM 13-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORMS 8-K

Exhibits - 99.1 Sarbanes-Oxley Act Exhibit

Financial Statement Schedules - None.

Reports on Form 8-K - None.

ITEM 14 - CONTROLS AND PROCEDURES

Within 90 days prior to the date of filing of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including the Chief Executive Officer (who also effectively serves as our
Principal Financial Officer), of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our Chief Executive Officer
concluded that our disclosure controls and procedures are effective for the
gathering, analyzing and disclosing the information we are required to disclose
in the reports we file under the Securities Exchange Act of 1934, within the
time periods specified in the SEC's rules and forms. There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date of this
evaluation.



                                       25


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


MAXIM MORTGAGE CORPORATION

By: /s/ Joel Arberman

Chief Executive Officer

Dated: April 14, 2003

In accordance with Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dated indicated.


SIGNATURE                   TITLE                                  DATE
/s/ Joel Arberman           Director, Chief Accounting Officer     April 14, 2003






                                       26




CERTIFICATIONS

I, Joel Arberman, certify that:

1. I have reviewed this annual report on Form 10KSB of Maxim Mortgage Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
issuer as of, and for, the periods presented in this annual report.

4. I am responsible for establishing and maintaining disclosure controls and
procedures for the issuer and have:

        (i) Designed such disclosure controls and procedures to ensure that
material information relating to the issuer is made known to me, particularly
during the period in which the periodic reports are being prepared;

        (ii) Evaluated the effectiveness of the issuer's disclosure controls and
procedures as of January 31, 2002 ("Evaluation Date"); and

        (iii) Presented in the report my conclusions about the effectiveness of the
disclosure controls and procedures based on my evaluation as of the Evaluation
Date;

5. I have disclosed, based on my most recent evaluation, to the issuer's
auditors and the audit committee of the board of directors (or persons
fulfilling the equivalent function):

        (i) All significant deficiencies in the design or operation of internal
controls which could adversely affect the issuer's ability to record, process,
summarize and report financial data and have identified for the issuer's
auditors any material weaknesses in internal controls; and

        (ii) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer's internal controls; and

(6) I have indicated in the report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.


Date:  April 14, 2003

/s/ Joel Arberman
    Joel Arberman
    Director, Chief Accounting Officer

                                       27`