| **SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20459**

**FORM 10-KSB**

**( X ) Annual Report Pursuant to Section 13 or 15(d) of theSecurities and**

**Exchange Act of 1934.**

**For the Year Ended December 31, 2001**

**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 theAct)**

**Common Stock, $.0001 Par Value**

**(Securities registered pursuant to Section 12(g) of theAct)**

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by 7 Section 13 or 15(d) of the Securities Exchange act of1934 during the preceding 12 months (or for such other shorter period that theregistrant was required to file such reports), and (20 has been subject to suchfiling requirements for the past 90 days. _X_ Yes ___No 

Indicate by check mark if disclosure of delinquent filers pursuant to Item405 of Regulation S-B is not contained herein and will not be contained, to thebest of registrant's knowledge, in definitive proxy or information statementsincorporated by referencing Part III of this Form 10-KSB or any amendment tothis Form 10-KSB. _X__ 

Issuer's revenues for the most recent fiscal year: $3,105 

The aggregate market value of the voting stock held by non-affiliates of theregistrant at December 31, 2001 was $1,700. Shares of common stock held by eachofficer and director and by each person who owns more that 5% of the outstandingcommon stock have been excluded in that such persons may be deemed to beaffiliates. This determination of affiliate status is not necessarily aconclusive determination for other purposes. 

Indicate the number of shares outstanding of each of the issuer's classes ofstock, as of December 31, 2001: 

36,034,000 Common Shares 

Documents Incorporated By Reference - NONE 

Transitional small business disclosure format. __ Yes _X_No 

**1**

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                                                                                             | 5  |  |
|              | ITEM 7. Financial Statements                                                                                          | 8  |  |
|              | ITEM 8. Changes In and Disagreements With Accountants on Accounting andFinancial Disclosures                          | 20 |  |
| **PART III** |                                                                                                                       |    |  |
|              | ITEM 9 Directors, Executive Officers, Promoters and Control Persons;Compliance with Section 16(a) of the Exchange Act | 20 |  |
|              | ITEM 10 Executive Compensation                                                                                        | 21 |  |
|              | ITEM 11 Security Ownership of Certain Beneficial Owners and Management                                                | 22 |  |
|              | ITEM 12 Certain Relationships and Related Transactions                                                                | 22 |  |
|              | ITEM 13 Exhibits, Financial Statement Schedules and Reports on Form 8-K                                               | 22 |  |
|              | Signatures                                                                                                            | 22 |  |

**2**

**PART I.**

**ITEM 1 - DESCRIPTION OF BUSINESS**

General description: 

We are a licensed residential mortgage broker in the State of Georgia and areactively engaged in the origination and brokerage of mortgage loans secured byresidential and commercial real-estate. 

1. Principal products or services and their markets: 

The Mortgage Bankers Association estimates the United States mortgage marketto total over $4.3 trillion in terms of loans outstanding. 

We offer a variety of conventional and non-conforming loan programs topotential customers. 

Conventional loans are mortgages that are not backed by government insuranceprograms. They may carry fixed or variable interest rates with repayment termsas long as 30 years. Down payments of as little as 5% can be made, althoughmortgage insurance is generally required when less than 20% is paid upfront.

Non-conforming loans are mortgages to borrowers that have non-traditionalincome, credit or property issues. Non-conforming mortgage loans are inherentlymore risky than conventional mortgage loans. Because the non-conventional markethas no set standards, loan programs offered by various lenders may terminatewithout notice. 

We do not currently qualify to issue Federal Housing Administration orVeterans Administration loans, and we cannot provide any assurance that we willbe able to in the future. 

2. Distribution methods of the products or services: 

We are targeting individuals who want to purchase or refinance residential orcommercial real estate. As of December 31, 2001, we do not have any customersand there are no arrangements or understandings to gain any customers.

In order to attract customers, we must successfully execute two plans. Thefirst plan is to recruit mortgage loan originators as employees. The second planis to support and service our loan originators so that they can attractborrowers to become clients.

As of December 31, 2001, we employ one mortgage loan originator and aremeeting with others that may be interested in joining us. We may utilize theservices of staffing and recruiting firms as well. We may also employindividuals whose sole responsibility will be to identify and recruit qualifiedmortgage loan originators. We also selectively advertise in various publicationsto recruit employees.

We intend to run cable television, print and Internet advertisements toattract borrowers. General publicity campaigns will also be utilized to buildbrand recognition and attract new customers. 

Our marketing budget depends on a number of factors, including our results ofoperations and ability to raise additional capital. In the event that we aresuccessful in raising additional capital or our results of operations exceed ourexpectations, our marketing budget for the next 12-month period will increasesignificantly. 

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

None. 

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

The National Association of Mortgage Brokers reports that there are more than20,000 mortgage brokerage operations in the U.S., employing an estimated 200,000people. The U.S. Department of Housing & Urban Development reported that 56%of mortgage originations were made by mortgage companies in 1997 compared toonly 22% in 1980. 

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

3

We will face the challenge of recruiting and retaining high quality loanoriginators. We are an early stage company with limited capital resources. Thismay make it difficult for us to successfully compete against larger, bettercapitalized firms in the marketplace. 

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

We believe that the principal competitive factors in our market are productknowledge, honesty, brand recognition, reliability, customer service andpricing. Most of our current and potential competitors have longer operatinghistories and significantly greater financial, technical, marketing and publicrelations resources than we have. Competition of the type described above couldmaterially adversely affect our business, results of operations and financialcondition. 

5. Sources and availability of raw materials and the names of principalsuppliers: 

We are dependent on mortgage lending relationships to fund our mortgage loanssince we act as a broker. As of December 31, 2001, we have no lenders that haveagreed to fund our loans and are seeking to broaden our base of lenders. We mayhave to cease operations if we fail to identify sufficient lenders with anadequate range of mortgage products. 

6. Dependence on one or a few major customers: 

None. 

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

None. 

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

We are licensed by the State of Georgia as a residential mortgage broker.

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

Our operations will be subject to extensive regulation, supervision andlicensing by federal, state and local governmental authorities and are subjectto various laws and judicial and administrative decisions imposing requirementsand restrictions on part or all of our operations. 

Our mortgage activities will be subject to the Federal Truth-in-Lending Actand Regulation Z (including the Home Ownership and Equity Protection Act of1994), the Federal Equal Credit Opportunity Act, as amended, and Regulation B,the Fair Credit Reporting Act of 1970, as amended, the Federal Real EstateSettlement Procedures Act and Regulation X, the Home Mortgage Disclosure Act,the Federal Debt Collection Practices Act and the National Housing Act of 1934,as well as other federal and state statutes and regulations affecting ouractivities. 

We will also be subject to the rules and regulations of, and examinations by,state and federal regulatory authorities with respect to originating andprocessing loans. These rules and regulations, among other things, imposelicensing obligations on us, establish eligibility criteria for mortgage loans,prohibit discrimination, govern inspections and appraisals of properties andcredit reports on loan applicants, regulate assessment, collection, foreclosureand claims handling, investment and interest payments on escrow balances andpayment features, mandate certain disclosures and notices to borrowers and, insome cases, fix maximum interest rates, fees and mortgage loan amounts. Failureto comply with these requirements can lead to loss of approved status, certainrights of rescission for mortgage loans, class action lawsuits andadministrative enforcement action. 

There can be no assurance that we will maintain compliance with theserequirements in the future without additional expenses, or that more restrictivelocal, state or federal laws, rules and regulations will not be adopted or thatexisting laws and regulations will not be interpreted in a more restrictivemanner, which would make compliance more difficult and more expensive for us.

Violations of local laws may be alleged or charged by state or foreigngovernments and we may unintentionally violate local laws. Local laws may bemodified, or new laws enacted, in the future. Any of these developments couldhave a material adverse effect on our business, results of operations andfinancial condition. 

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

None. 

4

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

None. 

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

As of December 31, 2001, we have three full time employees . From time totime, 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 isintense. We believe that our future success will depend in part on our continuedability to attract, hire or acquire and retain qualified employees. 

**ITEM 2 - DESCRIPTION OF PROPERTY**

We have our corporate headquarters in Atlanta, Georgia. Substantially all ofour operating activities are conducted from 1,500 square feet of office space ata monthly cost of $1,750. We believe that additional space will be required asour business expands and believe that we can obtain suitable space as needed. Wedo 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 does not trade on any stock exchange.

b. Holders: There are eight holders of our common stock. 

c. Dividends: We have not and do not anticipate that we will pay anydividends in the future. 

**ITEM 6 - PLAN OF OPERATION**

General discussion. 

We began implementing phases of our current business plan in October 2001.Our plan of operations for the following twelve months is to complete thefollowing objectives within the time period specified, subject to the sale of atleast $200,000 of the shares we are offering pursuant to our effectiveregistration statement: 

- Develop organizational infrastructure. By the end of January 2002, weintend to hire mortgage loan originators, create competitive compensationpackages, and develop a sales and training program. We have already started eachof these items. 

Organizational infrastructure expenses will initially consist primarily ofoffice expenses, insurance, accounting, legal, licensing expenses, regulatoryexpenses, communication expenses, compensation for personnel and fees foroutside professional advisors. Our ability to develop organization strength willbe severely limited if we raise no or nominal funds. 

- Develop marketing programs. Marketing will provide the credibility neededto approach mortgage loan originators and generate sales leads. We expect tocomplete the creation of marketing and communications materials by January 2002.We have already started each of these items. 

Initial marketing expenses will consist primarily of compensation for publicrelations, promotional materials, trade shows, advertising and other marketingprograms. Our ability to develop our sales and marketing effort will be severelylimited if we raise no or nominal funds from our registered offering.

- Develop sales channel. Our sales efforts have already begun with an effortto identify top-priority markets and high-potential mortgage loan officers. Weestimate that we will generate our first revenues by the end of February 2002.

Initial sales expenses will consist primarily of compensation for salespersons, travel, and office expenses. Our ability to develop our sales andmarketing effort will be severely limited if we raise no or nominal funds. 

5

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

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

Our actual results and our actual plan of operations may differ materiallyfrom what is stated above. Factors that may cause our actual results or ouractual plan of operations to vary include, among other things, decisions of ourboard of directors not to pursue a specific course of action based on the fieldtests of our products, completion of the development of our products, changes inthe competitive environment, changes in our business or general economicconditions. 

We will not be able to continue with our plan of operations until we raise atleast $200,000 in gross proceeds from our registered offering. If we receivegross proceeds in amounts less than $200,000, this twelve-month time frame willbe diminished, and our business plans will have to be decreased. Specifically,we would seek to sustain our basic business expenses and focus all of theremaining capital on sales and marketing. We cannot assure you that we will beable to raise the funds we need to continue our plan of operations. 

Limited operating history 

Our limited operating history makes predicting future operating results verydifficult. We believe that you should not rely on our current operating resultsto predict our future performance. You must consider our prospects in light ofthe risks, expenses and difficulties encountered by companies in new and rapidlyevolving markets. We may not be successful in addressing these risks anddifficulties. 

Our fiscal year ends December 31. 

Results of operations 

For the period January 5, 1999 (date of incorporation) to December 31, 2001,we did not generate any revenues other than  interest income of $4,425 and weincurred a cumulative net loss of approximately $107,100. Our operating expenseshave consisted substantially of employee compensation and benefits andconsulting and professional fees.  

Our results of operations for the years ended December 31, 2001 and 2000and/or for the period January 5, 1999 (date of incorporation) to December 31,2001, are not necessarily indicative of the results that may occur for anyfuture period. We expect to expand our business and client base, which willresult in increasing expenses as we increase the number of sales and supportpersonnel.

Liquidity and capital resources 

Our operating and capital requirements have exceeded our cash flow fromoperations as we have been building our business. Since inception, we have usedcash of approximately $81,500 for operating and investing activities; thisoutlay has  been primarily funded by $151,700 in capital contributions from ourshareholders. At December 31, 2001 we had $70,129 in cash. 

We expect to make expenditures of at least $200,000 during the twelve monthsfollowing the closing of our current offering (which is scheduled to terminateon December 11, 2002).  These funds will be primarily used to advertise, hire,retain and support mortgage loan originators and mortgage loan processors,continue web site development, and for general working capital. 

We have an accumulated deficit, and we expect to have negative workingcapital for at least until the end of 2003. Accordingly, our ability to continueas a going concern is dependent upon obtaining additional capital and financingfor our planned operations. 

Need for additional financing. 

We are trying to sell up to 10,000,000 shares of our common stock at $0.05,pursuant to an effective registration statement. The offering, which commencedon December 11, 2001,  is on a best-efforts, no minimum basis. As such, therewill be no escrow of any of the proceeds of the offering and we will haveimmediate use of such funds to finance our operations. 

We do not plan to (i) conduct any product research and development or (ii)purchase any plant or significant equipment, until we raise at least $200,000from our offering. 

If we are successful in selling at least 10,000,000 of the shares in ouroffering, the $200,000 of proceeds generated will be sufficient to maintain ouroperations for at least 12 months after completion of the offering. If we areunable to raise these funds we will not remain as a viable going concern andinvestors may lose their entire investment. 

6

Limited operating history. 

As a result of our limited operating history, we have limited meaningfulhistorical financial data upon which to base planned operating expenses.Accordingly, our anticipated expense levels in the future are based in part onour expectations as to future revenue. We expect that these expense levels willbecome, to a large extent, fixed. Revenues and operating results generally willdepend on the volume of, timing of and ability to complete transactions, whichare difficult to forecast. In addition, there can be no assurance that we willbe able to accurately predict our net revenue, particularly in light of theintense competition for mortgage services, our limited operating history and theuncertainty as to the broad acceptance of our products and service. We may beunable to adjust spending in a timely manner to compensate for any unexpectedrevenue shortfall or other unanticipated changes in our industry. Any failure byus to accurately make predictions would have a material adverse effect on ourbusiness, results of operations and financial condition. 

Material agreements 

In October 2001, we entered into an employment agreement with Joel Arberman,who will be compensated at the rate of $72,000 per year. The employmentagreement expires on January 1, 2006. Also in October 2001, Mr. Arbermancancelled seventy million shares of his stock. 

In October 2001, we entered into an employment agreement with Sean Craig, ourcorporate recruiter, who will be compensated at the rate of $48,000 per year.The employment agreement expires on January 1, 2006.

**CAUTIONARY STATEMENT**

This Form 10-KSB, press releases and certain information providedperiodically in writing or orally by the Corporation's officers or its agentscontain statements which constitute forward-looking statements within themeaning of Section 27A of the Securities Act, as amended and Section 21E of theSecurities Exchange Act of 1934. The words expect, anticipate, believe, goal,plan, intend, estimate and similar expressions and variations thereof if usedare intended to specifically identify forward-looking statements. Thosestatements appear in a number of places in this Form 10-KSB and in other places,particularly, Management's Discussion and Analysis of Financial Condition andResults of Operations, and include statements regarding the intent, belief orcurrent expectations of the Corporation, its directors or its officers withrespect to, among other things: (i) the Corporation's liquidity and capitalresources; (ii) its financing opportunities and plans and (iii) its futureperformance and operating results. Investors and prospective investors arecautioned that any such forward-looking statements are not guarantees of futureperformance and involve risks and uncertainties, and that actual results maydiffer materially from those projected in the forward-looking statements as aresult of various factors. The factors that might cause such differencesinclude, among others: (i) any material inability of the Corporation tosuccessfully identify, consummate and integrate the acquisition of financereceivables at reasonable and anticipated costs, (ii) any material inability ofthe Corporation to successfully develop its products; (iii) any adverse effector limitations caused by governmental regulations; (iv) any adverse effect onthe Corporation's continued positive cash flow and ability to obtain acceptablefinancing in connection with its growth plans; (v) any increased competition inbusiness; (vi) any inability of the Corporation to successfully conduct itsbusiness in new markets; and (vii) other risks including those identified in theCorporation's filings with the SEC. The Corporation undertakes no obligation topublicly update or revise the forward looking statements made in this Form10-KSB, to reflect events or circumstances after the date of this Form 10-KSB orto reflect the occurrence of unanticipated events. 

7

**ITEM 7 - FINANCIAL STATEMENTS**

# **Maxim Mortgage Corporation**

(A Development Stage Enterprise)

Financial Statements and 

Supplemental Schedule as of and for various 

periods ended December 31, 2001 and 2000

 and 

Independent Auditors’ Report

## **Maxim Mortgage Corporation**

(A Development Stage Enterprise)

**TABLE OF CONTENTS**

|                                                                                                                                                                                           | PAGE |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------|--|
|                                                                                                                                                                                           |      |  |
| Independent Auditors’ Report                                                                                                                                                        | 10   |  |
|                                                                                                                                                                                           |      |  |
| Financial Statements:                                                                                                                                                                     |      |  |
|                                                                                                                                                                                           |      |  |
|    Balance Sheet as of December 31, 2001                                                                                                                                   | 11   |  |
|                                                                                                                                                                                           |      |  |
|    Statements of Operations for the years ended December 31,

      2001 and 2000, and for the period January 5, 1999 (date of 

      incorporation) to December 31, 2001 | 12   |  |
|                                                                                                                                                                                           |      |  |
|    Statement of Stockholders’ Equity (deficit) for theperiod

    January 5, 1999 (date of incorporation) to December 31, 

   2001                                  | 13   |  |
|                                                                                                                                                                                           |      |  |
|    Statements of Cash Flows for the years ended December31,

      2001 and 2000, and for the period January 5, 1999 (date of 

      incorporation) to December 31, 2001  | 14   |  |
|                                                                                                                                                                                           |      |  |
| Notes to Financial Statements                                                                                                                                                             | 14   |  |
|                                                                                                                                                                                           |      |  |
|   Supplemental Schedule of Computation of Adjusted Net

    Worth as of December 31, 2001                                                                                       | 19   |  |

**{Letterhead ofKingery, Crouse & Hohl, P.A.}**

***INDEPENDENT AUDITORS’ REPORT***

*To the Board of Directors of Maxim Mortgage Corporation:*

*We have audited the accompanying balance sheet of Maxim MortgageCorporation (the “Company”), a development stage enterprise, as ofDecember 31, 2001, and the related statements of operations, stockholders equity(deficit), and cash flows for the years ended December 31, 2001 and 2000, andthe period January 5, 1999 (date of incorporation) to December 31, 2001. Thesefinancial statements are the responsibility of the Company’s management.Our responsibility is to express an opinion on these financial statements basedon our audits.*

*We conducted our audits in accordance with auditing standards generallyaccepted in the United States of America. Those standards require that we planand perform the audits to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includesexamining on a test basis, evidence supporting the amounts and the disclosuresin the financial statements. An audit also includes assessing the accountingprinciples used and the significant estimates made by management, as well as theoverall financial statement presentation. We believe our audits provide areasonable 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 December31, 2001, and the results of its operations and its cash flows for the yearsended December 31, 2001 and 2000, and for the period January 5, 1999 (date ofincorporation) to December 31, 2001 in conformity with accounting principlesgenerally accepted in the United States of America.*

*The accompanying financial statements have been prepared assuming that theCompany will continue as a going concern. As discussed in Notes A and B to thefinancial statements, the Company is in the development stage, has sufferedrecurring losses from operations and will require a significant amount ofcapital to implement its business plan. As of the date of these financialstatements, there is no assurance that the Company will be successful in itsefforts to raise the necessary capital to implement its business plan. Thesefactors raise substantial doubt about the Company’s ability to continue asa going concern. Management’s plans in regard to this matter are alsodescribed in Note B. The financial statements do not include any adjustmentsthat might result from the outcome of this uncertainty.*

*Our audits were conducted for the purpose of forming an opinion on thebasic financial statements taken as a whole.  The supplemental schedule ofComputation of Adjusted Net Worth on page F-11 is presented for purposes ofadditional analysis and is not a required part of the basic financialstatements.  Such information has been subjected to the auditing proceduresapplied in the audit of the basic financial statements and, in our opinion, isfairly stated in all material respects in relation to the basic financialstatements taken as a whole.*

*Kingery, Crouse & Hohl, P.A.*

### *February 7, 2002*

*Tampa, FL*

## **Maxim Mortgage Corporation**

(A Development Stage Company)

BALANCE SHEET AS OF DECEMBER 31, 2001

| **ASSETS**                                                                                                    |                 |
|---------------------------------------------------------------------------------------------------------------|-----------------|
|                                                                                                               |                 |
| CURRENT ASSETS:                                                                                               |                 |  |
|    Cash and cash equivalents                                                                   | $       70,129  |  |
| Prepaid expenses and other current assets                                                                     | 3,500           |  |
| Total current assets                                                                                          | 73,629          | Total |
|                                                                                                               |                 |  |
| Furniture, fixtures and equipment (net of accumulated depreciation of$632)                                    | 9,231           |  |
|                                                                                                               |                 |  |
| **TOTAL**                                                                                                     | $       82,860  |  |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                |                 |
|                                                                                                               |                 |
| LIABILITIES – Accrued and other liabilities                                                             | $         1,500 |  |
|                                                                                                               |                 |  |
| 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;

   36,034,000 shares issued and outstanding | 3,603           |  |
| Additional paid-in capital                                                                                    | 184,847         |  |
| Deficit accumulated during the development stage                                                              | (107,090)       |  |
|    Total stockholders’ equity                                                            | 81,360          |  |
|                                                                                                               |                 |  |
| **TOTAL**                                                                                                     | $        82,860 |  |

See notes to financial statements. 

**Maxim Mortgage Corporation**

(A Development Stage Enterprise) 

STATEMENTS OF OPERATIONS

|                                                            |  | For the Year Ended December 31, 2001 |  | For the Year Ended December 31, 2000 |  | For the Period January 5, 1999 (date of incorporation) toDecember 31, 2001 |
|------------------------------------------------------------|--|--------------------------------------|--|--------------------------------------|--|----------------------------------------------------------------------------|
|                                                            |  |                                      |  |                                      |  |                                                                            |
| REVENUE -                                                  |  |                                      |  |                                      |  |                                                                            |
| Interest income                                            |  | $             3,105                  |  | $               1,320                |  | $                4,425                                                     |
|                                                            |  |                                      |  |                                      |  |                                                                            |
| EXPENSES:                                                  |  |                                      |  |                                      |  |                                                                            |
| Employee compensation and benefits                         |  | 41,949                               |  | 15,000                               |  | 56,949                                                                     |
| Consulting fees – related party                      |  | -                                    |  | -                                    |  | 10,500                                                                     |
| Professional fees                                          |  | 17,297                               |  | 9,492                                |  | 26,789                                                                     |
| Organization costs                                         |  | -                                    |  | 136                                  |  | 415                                                                        |
| Other expenses                                             |  | 16,327                               |  | 535                                  |  | 16,862                                                                     |
|                                                            |  |                                      |  |                                      |  |                                                                            |
| Total expenses                                             |  | 75,573                               |  | 25,163                               |  | 111,515                                                                    |
|                                                            |  |                                      |  |                                      |  |                                                                            |
| NET LOSS                                                   |  | $        (72,468)                    |  | $          (23,843)                  |  | $          (107,090)                                                       |
|                                                            |  |                                      |  |                                      |  |                                                                            |
| Net Loss Per Share – Basic and Diluted               |  | $            (0.00)                  |  | $              (0.00)                |  | $                (0.00)                                                    |
|                                                            |  |                                      |  |                                      |  |                                                                            |
| Weighted Average Shares Outstanding

  - Basic and Diluted |  | 35,222,500                           |  | 35,004,100                           |  | 35,075,800                                                                 |
|                                                            |  |                                      |  |                                      |  |                                                                            |

See notes to financial statements. 

**Maxim Mortgage Corporation**

(A Development Stage Enterprise) 

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) 

|                                    |  |            |              |                |  | Additional     |  | Deficit Accumulated During the |  |                 |
|------------------------------------|--|------------|--------------|----------------|--|----------------|--|--------------------------------|--|-----------------|
|                                    |  |            | Common Stock |                |  | Paid-In        |  | Development                    |  |                 |
|                                    |  | Shares     |              | Amount         |  | Capital        |  | Stage                          |  | Total           |
|                                    |  |            |              |                |  |                |  |                                |  |                 |
| Balances, January 5, 1999 (date of |  |            |              |                |  |                |  |                                |  |                 |
| incorporation)                     |  | -          |              | $            - |  | $            - |  | $                   -          |  | $             - |
|                                    |  |            |              |                |  |                |  |                                |  |                 |
| Issuance of common stock for       |  |            |              |                |  |                |  |                                |  |                 |
| services                           |  | 35,000,000 |              | 3,500          |  | 7,000          |  | -                              |  | 10,500          |
|                                    |  |            |              |                |  |                |  |                                |  |                 |
| Net loss for the period January 5, |  |            |              |                |  |                |  |                                |  |                 |
| 1999 (date of incorporation) to    |  |            |              |                |  |                |  |                                |  |                 |
| December 31, 1999                  |  | -          |              | -              |  | -              |  | (10,779)                       |  | (10,779)        |
|                                    |  |            |              |                |  |                |  |                                |  |                 |
| Balances, December 31, 1999        |  | 35,000,000 |              | 3,500          |  | 7,000          |  | (10,779)                       |  | (279)           |
|                                    |  |            |              |                |  |                |  |                                |  |                 |
| Issuance of common stock for cash  |  | 30,000     |              | 3              |  | 1,497          |  | -                              |  | 1,500           |
|                                    |  |            |              |                |  |                |  |                                |  |                 |
| Capital Contribution               |  | -          |              | -              |  | 100,000        |  | -                              |  | 100,000         |
|                                    |  |            |              |                |  |                |  |                                |  |                 |
| Services contributed by employee   |  | -          |              | -              |  | 15,000         |  | -                              |  | 15,000          |
|                                    |  |            |              |                |  |                |  |                                |  |                 |
| Net loss for the year ended        |  |            |              |                |  |                |  |                                |  |                 |
| December 31, 2000                  |  | -          |              | -              |  | -              |  | (23,843)                       |  | (23,843)        |
|                                    |  |            |              |                |  |                |  |                                |  |                 |
| 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 for the year ended        |  |            |              |                |  |                |  |                                |  |                 |
| December 31, 2001                  |  | -          |              | -              |  | -              |  | (72,468)                       |  | (72,468)        |
|                                    |  |            |              |                |  |                |  |                                |  |                 |
| Balances, December 31, 2001        |  | 36,034,000 |              | $     3,603    |  | $    184,847   |  | $     (107,090)                |  | $    81,360     |
|                                    |  |            |              |                |  |                |  |                                |  |                 |
|                                    |  |            |              |                |  |                |  |                                |  |                 |

See notes to financial statements.

**Maxim Mortgage Corporation**

(A Development Stage Enterprise) 

STATEMENTS OF CASH FLOWS 

|                                                      |  | For the Year Ended December 31, 2001 |  | For the Year Ended December 31, 2000 |  | For the period January 5, 1999 (date of incorporation) toDecember 31, 2001 |
|------------------------------------------------------|--|--------------------------------------|--|--------------------------------------|--|----------------------------------------------------------------------------|
|                                                      |  |                                      |  |                                      |  |                                                                            |
| Cash Flows From Operating Activities:                |  |                                      |  |                                      |  |                                                                            |
| Net loss                                             |  | $       (72,468)                     |  | $       (23,843)                     |  | $          (107,090)                                                       |
| Adjustments to reconcile net loss to net cash        |  |                                      |  |                                      |  |                                                                            |
| used by operating activities:                        |  |                                      |  |                                      |  |                                                                            |
| Depreciation                                         |  | 632                                  |  | -                                    |  | 632                                                                        |
| Non-cash compensation                                |  | 11,250                               |  | 15,000                               |  | 26,250                                                                     |
| Issuance of common stock for services                |  | -                                    |  | -                                    |  | 10,500                                                                     |
| Increase in prepaid assets                           |  | (3,500)                              |  | -                                    |  | (3,500)                                                                    |
| Increase in accrued liabilities                      |  | 1,500                                |  | -                                    |  | 1,500                                                                      |
|                                                      |  |                                      |  |                                      |  |                                                                            |
| Net Cash Used by Operating Activities                |  | (62,586)                             |  | (8,843)                              |  | (71,708)                                                                   |
|                                                      |  |                                      |  |                                      |  |                                                                            |
| Cash Flows From Investing Activities -               |  |                                      |  |                                      |  |                                                                            |
| Purchases of property and equipment                  |  | (9,863)                              |  | -                                    |  | (9,863)                                                                    |
|                                                      |  |                                      |  |                                      |  |                                                                            |
| Cash Used by Investing Activities                    |  | (9,863)                              |  | -                                    |  | (9,863)                                                                    |
|                                                      |  |                                      |  |                                      |  |                                                                            |
| Cash Flows from Financing Activities:                |  |                                      |  |                                      |  |                                                                            |
| Issuance of common stock                             |  | 50,200                               |  | 1,500                                |  | 51,700                                                                     |
| Decrease in due to affiliate                         |  | -                                    |  | (279)                                |  | -                                                                          |
| Capital contribution                                 |  | -                                    |  | 100,000                              |  | 100,000                                                                    |
|                                                      |  |                                      |  |                                      |  |                                                                            |
| Net Cash Provided by Financing Activities            |  | 50,200                               |  | 101,221                              |  | 151,700                                                                    |
|                                                      |  |                                      |  |                                      |  |                                                                            |
| Net increase (decrease) in cash and cash equivalents |  | (22,249)                             |  | 92,378                               |  | 70,129                                                                     |
|                                                      |  |                                      |  |                                      |  |                                                                            |
| Cash and Cash Equivalents at Beginning of Period     |  | 92,378                               |  | -                                    |  | -                                                                          |
|                                                      |  |                                      |  |                                      |  |                                                                            |
| Cash and Cash Equivalents at End of Period           |  | $          70,129                    |  | $          92,378                    |  | $               70,129                                                     |
|                                                      |  |                                      |  |                                      |  |                                                                            |
| Supplemental cash flow information:                  |  |                                      |  |                                      |  |                                                                            |
| Cash paid for:                                       |  |                                      |  |                                      |  |                                                                            |
| Interest                                             |  | $                    -               |  | $                    -               |  | $                        -                                                 |
| Income taxes                                         |  | $                    -               |  | $                    -               |  | $                        -                                                 |

See notes to financial statements. 

# 

**Maxim Mortgage Corporation**

(A Development Stage Enterprise) 

**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 lawsof the state of Delaware as JAHB Holdings, Inc. On October 22, 2001, we changedour name to Maxim Mortgage Corporation. We are a development stage enterprisethat engages in the brokerage, origination and sale of mortgage loans secured byresidential or commercial real estate. Our planned principal operations havejust recently commenced; therefore most of our accounting policies andprocedures have not yet been established.

On October 22, 2001, our stockholders voted to amend our Articles ofIncorporation by increasing our authorized common shares from 20,000,000 to200,000,000, 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 sharesof preferred stock with a par value of $0.0001. Simultaneously, we forward splitour outstanding shares 10 to 1, and our president and majority stockholdercanceled 70,000,000 shares of common stock he received on the date of ourincorporation.

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

##### Use of Estimates 

The preparation of financial statements in accordance with accountingprinciples generally accepted in the United States of America requires us tomake estimates and assumptions that affect the reported amounts of assets andliabilities and the disclosure of contingent assets and liabilities at the dateof the financial statements. The reported amounts of revenues and expensesduring the reporting period may be affected by the estimates we are required tomake. Actual results could differ from our estimates. 

Furniture, Fixtures and Equipment 

Furniture, fixtures and equipment are stated at cost.  Major additions arecapitalized, while minor additions and maintenance and repairs, which do notextend the useful life of an asset, are expensed as incurred.  Depreciation iscomputed using an accelerated method over the estimated useful lives of theassets, which range from 5 to 7 years.

**NOTE B - GOING CONCERN**

Our financial statements have been prepared on a going concern basis, whichcontemplates the realization of assets and the satisfaction of liabilities inthe normal course of business. We have incurred net operating losses since ourinception and anticipate that we will incur net losses for the foreseeablefuture.  In addition, we will require a significant amount of capital toimplement our business plan. Accordingly, our ability to continue as a goingconcern is dependent upon our ability to secure an adequate amount of capital tofinance our planned principal operations and/or implement our business plan. Ourplans include selling shares of our common stock through our public offering(see Note F), however there is no assurance that we will be successful in ourefforts to raise capital. These factors, among others, indicate that we may beunable to continue as a going concern for a reasonable period of time. Ourfinancial statements do not include any adjustments relating to therecoverability and classification of recorded asset amounts or the amounts andclassification of liabilities that might be necessary should we be unable tocontinue as a going concern. 

**NOTE C – OTHER RELATED PARTY TRANSACTIONS**

On the date of incorporation, 35,000,000 shares of our common stock wereissued to our president and certain of our president's relatives asconsideration for certain consulting services. The value of these services,which was based on the number, and fair value of shares issued (as determined byour Board of Directors), was reflected as consulting services in the 1999statement of operations. 

During the years ended December 31, 2001 and 2000, we recognized $11,250 and$15,000 of non-cash employee compensation. We believe these amounts representthe fair value of services provided to us by our president during the ninemonths ended September 30, 2001 and the year ended December 31, 2000.  Asdiscussed at Note G, subsequent to September 30, 2001, we began to compensateour president under an employment agreement. Because the amounts incurred priorto September 30, 2001 will not be paid, now or in the future, the amounts havebeen reflected as increases in additional paid-in capital. 

No amounts have been ascribed to the use of a portion of our president's homefor office space in the accompanying statements of operations because the valueof 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. Also, the parents of our president (whoare also two of our minority stockholders) made a $100,000 capital contributionduring the year ended December 31, 2000.  No consideration was provided and/oris to be provided for this contribution. 

**NOTE D - INCOME TAXES**

We recognized losses for both financial and tax reporting purposes duringeach of the periods in the accompanying statements of operations. Accordingly,no provision for income taxes and/or deferred income taxes payable have beenprovided for in the accompanying financial statements 

At December 31, 2001, we had a net operating loss carryforward ofapproximately $70,000 for income tax purposes. The carryforward will beavailable to offset future taxable income through the year ended December 31,2021. The deferred income tax asset arising from this net operating losscarryforward is not recorded in the accompanying balance sheet because weestablished a valuation allowance to fully reserve such asset, as itsrealization did not meet the required asset recognition standard established bySFAS 109.

**NOTE E - NET LOSS PER SHARE**

We compute net loss per share in accordance with SFAS No. 128 "Earnings perShare" ("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 iscomputed by dividing the net loss available to common stockholders for theperiod by the weighted average number of common shares outstanding during theperiod. Diluted net loss per share is computed by dividing the net loss for theperiod by the number of common and common equivalent shares outstanding duringthe period. There were no common equivalent shares outstanding during the periodJanuary 5, 1999 (date of incorporation) to December 31, 2001; accordingly basicand diluted net loss per share are identical for each of the periods in theaccompanying statements of operations. 

###### 

###### **NOTE F - COMMON STOCK OFFERINGS**

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

Effective December 11, 2001, we are offering an additional 10,000,000 sharesof our common stock to the public for $.05 per share.  Unless we decide to ceaseselling efforts, the offering will close on (1) the earlier the date the10,000,000 shares are sold or (2) December 11, 2002.  The offering is on abest-efforts, no minimum basis. As such, there will be no escrow of any of theproceeds of the offering and we will have the immediate use of such funds tofinance our operations. No shares were sold under the offering in 2001. 

**NOTE G - COMMITMENTS**

In December 2001, we entered a one-year lease for our administrativefacility.  The lease, which provides for monthly payments of $1,750 throughDecember 31, 2002, contains a provision that allows us to renew the lease forone additional year.  Our president and majority stockholder has unconditionallyguaranteed payment of the lease obligation.  Rent expense was zero during eachof the periods in the accompanying statements of operations. 

In October 2001, we executed employment agreements with two of our employees;one of which is our president and majority stockholder.  The agreements, whichexpire on January 1, 2006, require us to pay annual, base compensation of$72,000 and $48,000, respectively and various fringe benefits (as defined in theagreements).  

**NOTE H – STOCK OPTION**

In October 2001, our stockholders adopted our 2001 Stock Option Plan, whichprovides for the grant to employees, officers, directors and consultants ofoptions 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-qualifiedoptions may be issued to non-employee directors, consultants and others, as wellas to employees. 

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

To date, we have not granted any options under the plan.

**SUPPLEMENTAL SCHEDULE I**

**Maxim Mortgage Corporation**

(A Development Stage Enterprise) 

COMPUTATION OF ADJUSTED NET WORTH 

AS OF DECEMBER 31, 2001 

(To Determine Compliance with HUD Requirements)

| Stockholders’ equity (net worth) per balance sheet | $      81,360  |
|----------------------------------------------------------|----------------|
|                                                          |                |
| Less Unacceptable Assets – None                    | -              |
|                                                          |                |
| Adjusted Net Worth for HUD Requirements                  | $       81,360 |
|                                                          |                |
|                                                          |                |

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

NONE 

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

The following table and subsequent discussion contains information concerningour director and executive officer, who will serve in the same capacity with usupon completion of the offering. Our executive officer was elected to hisposition in July 2000. 

| **Name**      | **Age** | **Title**              |  |
|---------------|---------|------------------------|--|
| Joel Arberman | 29      | President and Director |  |

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

Mr. Arberman has served as president, chief executive officer and a member ofour 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 ofConnectivCorp, 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 aconcentration in finance and marketing and a minor in economics from the StateUniversity of New York, at Albany. 

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

Our directors hold office until the next annual meeting of shareholders andthe election and qualification of their successors. Directors receive nocompensation for serving on the board of directors other than reimbursement ofreasonable expenses incurred in attending meetings. Officers are appointed bythe 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 entitiesengaged in a variety of businesses. There exist potential conflicts of interestincluding allocation of time between us and their other business activities.

No proceeds from our offering will be used to purchase directly or indirectlyany shares of the common stock owned by any present shareholder, officer,director or promoter. 

No proceeds from our offering will be loaned to any present shareholder,officer, director or promoter. We also will not use proceeds of this ouroffering to purchase the assets of any company that is  beneficially owned byany of our current or future officers, directors, promoters or affiliates.

**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 salary of $72,000 perannum according to a written employment agreement signed in October 2001. Hisemployment 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 anindependent board member, Mr. Arberman has agreed not to receive any benefits orbonus from us. The employment contract also contains standard non-compete,termination, confidentiality and other clauses. 

Mr. Craig is currently employed by at an annual salary of $48,000 per annumaccording to a written employment agreement signed in October 2001. Hisemployment 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 anindependent board member, Mr. Craig has agreed not to receive any benefits orbonus from us. The employment contract also contains standard non-compete,termination, confidentiality and other clauses. 

Stock option plan. 

In October 2001, our stockholders adopted our 2001 Stock Option Plan, whichprovides for the grant to employees, officers, directors and consultants ofoptions to purchase up to an aggregate of 10,000,000 shares of common stock,consisting of both "incentive stock options" within the meaning of Section 422of the United States Internal Revenue Code of 1986 (the "Code") and"non-qualified" options. Incentive stock options are issuable only to employees,while non-qualified options may be issued to non-employee directors, consultantsand others, as well as to employees. 

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

The per share exercise price of the common stock subject to an incentivestock option or non-qualified option may not be less than the fair market valueof the common stock on the date the option is granted. The per share exerciseprice of the common stock subject to a non-qualified option will be establishedby the board of directors. The aggregate fair market value, determined as of thedate the option is granted, of the common stock that any employee may purchasein any calendar year pursuant to the exercise of incentive stock options may notexceed $1,000,000. No person who owns, directly or indirectly, at the time ofthe granting of an incentive stock option to him, more than 10% of the totalcombined voting power of all classes of our stock is eligible to receive anyincentive 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, determinedon 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 bywill or the laws of descent and distribution, and during the lifetime of anoptionee, the option will be exercisable only by him or her. In the event oftermination of employment other than by death or disability, the optionee hasthree months after such termination during which he or she can exercise theoption. Upon termination of employment of an optionee by reason of death orpermanent total disability, his or her option remains exercisable for one yearthereafter to the extent it was exercisable on the date of such termination. Nosimilar limitations apply to non-qualified options. 

Options under the Plan must be granted within ten years from the effectivedate as amended of the Plan. The incentive stock options granted under the Plancannot be exercised more than ten years from the date of grant, and incentivestock options issued to 10% or greater stockholders are limited to five-yearterms. Options granted under the Plan may provide for the payment of theexercise price in cash or by delivery to us of shares of common stock alreadyowned by the optionee having a fair market value equal to the exercise price ofthe 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 purchaseadditional shares of common stock and may possibly exercise all of his stockoptions with no additional investment other than his original shares. 

Any unexercised options that expire or that terminate upon an optioneeceasing to be an officer, director or an employee become available once againfor issuance. To date, we have not granted any options under our Plan. 

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

The following table sets forth information with respect to the beneficialownership of our common stock before and after giving effect to the sale of themaximum number of shares of common stock offered. All shareholders have solevoting and investment power over the shares beneficially owned. Included withinthis table is information concerning each stockholder who owns more than 5% ofany class of our securities, including those shares subject to outstandingoptions. Although our officer may purchase shares in this offering, thefollowing amounts assume that our officer does not purchase any additionalshares. 

| **Beneficial ownership**

**class of common stock**                   | **shares owned** | **Percentage of shares** |  |
|-----------------------------------------------------------------------|------------------|--------------------------|--|
| Joel Arberman 

7740 Roswell Road, Suite 400 

Atlanta, Georgia 30350 | 31,000,000       | 86.03                    |  |

**ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**

Upon incorporation, on January 5, 1999, we issued 35,000,000 shares for$10,500 worth of services. 

Mr. Arberman, our president, provides us various equipment and a portion ofhis home for office space for no consideration. The value of this equipment andoffice space are considered to be insignificant. 

Alfred and Rachelle Arberman, the parents of our president, made a $100,000capital contribution on August 25, 2000 for no additional consideration. 

During the years ended December 31, 2001 and 2000, we recognized $11,250 and$15,000 of non-cash employee compensation. We believe these amounts representthe fair value of services provided to us by our president during the ninemonths ended September 30, 2001 and the year ended December 31, 2000.Subsequent to September 30, 2001, we began to compensate our president under anemployment agreement. Because the amounts incurred prior to September 30, 2001will not be paid, now or in the future, the amounts have been reflected asincreases in additional paid-in capital in our financial statements. 

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.

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

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

Exhibits - None. 

Financial Statement Schedules - None. 

Reports on Form 8-K - None. 

**SIGNATURES**

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

MAXIM MORTGAGE CORPORATION 

By: /s/ Joel Arberman 

Chief Executive Officer 

Dated: March 1, 2002

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

| **SIGNATURE**     | **TITLE**                          | **DATE**      |  |
|-------------------|------------------------------------|---------------|--|
| /s/ Joel Arberman | Director, Chief Accounting Officer | March 1, 2002 |  |