UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549

FORM 10-K

[X]
     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended February 29, 2008


Commission file number 000-52669

MAXIMUS EXPLORATION CORPORATION(Exact name of registrant as specified in its charter)

Nevada(State or other jurisdiction of incorporation or organization)

3355 Morgan Creek WaySuite 43Surrey, British ColumbiaCanada V6Z 2X4(Address of principal executive offices, including zip code.)(604) 535-7787(Registrant's telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.[  ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:Yes [X] No [  ]

Indicate by check mark whether the registrant(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day.[X] Yes [  ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 if the Exchange Act.

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


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).[X] Yes [  ] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as ofFebruary 29, 2008: $0.00.

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TABLE OF CONTENTSPageSpecial Note Regarding Forward Looking Statements
     3PART IItem 1. Business.
     4Item 1A. Risk Factors.
     12Item 1B. Unresolved Staff Comments.
     14Item 2. Properties.
     14Item 3. Legal Proceedings.
     14Item 4. Submission of Matters to a Vote of Security Holders.
     15PART IIItem 5. Market For Common Stock and Related Stockholder Matters.
     15Item 6. Selected Financial Data
     17Item 7. Managements Discussion and Analysis of Financial Condition or Plan of Operation.
     17PART IIIItem 7A. Quantitative and Qualitative Disclosures about Market Risk.
     19Item 8. Financial Statements and Supplementary Data.
     19Item 9. Changes In and Disagreements With Accountants on Accounting and Financial
     28DisclosureItem 9A. Controls and Procedures
     28Item 9B. Other Information
     30Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with
     31Section 16(a) of the Exchange ActItem 11. Executive Compensation
     33Item 12. Security Ownership of Certain Beneficial Owners and Management
     35Item 13. Certain Relationships and Related Transactions, and Director Independence
     36PART IVItem 14. Principal Accountant Fees and Services.
     36Item 15. Exhibits, Financial Statement Schedules.
     37












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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Except for statements of historical fact, certain information contained herein constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward looking statements are usually identified by our use of certain terminology, including will, believes, may, expects, should, seeks, anticipates or intends or by discussions of strategy or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results or achievements to be materially different from any future results or achievements expressed or implied by such forward-looking statements. Such factors include, among others, our history of operating losses and uncertainty of future profitability; our lack of working capital and uncertainty regarding our ability to continue as a going concern; uncertainty of access to additional capital; risks inherent in mineral exploration; environmental liability claims and insurance; dependence on consultants and third parties as well as those factors discussed in the section entitled Risk Factors, Business and Managements Discussion and Analysis of Financial Condition and Results of Operations.

If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. Forward looking statements in this document are not a prediction of future events or circumstances, and those future events or circumstances may not occur. Given these uncertainties, users of the information included herein, including investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements. We do not assume responsibility for the accuracy and completeness of these statements.

The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. The Company is an exploration stage company and its properties have no known body of ore. U.S. investors are cautioned not to assume that the Company has any mineralization that is economically or legally mineable.

All references in this Report on Form 10-K to the terms we, our, us, and the Company refer to Maximus Resources Corporation.















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PART I

ITEM 1.     BUSINESS

General

We were incorporated in the State of Nevada on December 29, 2005. We are an exploration stage corporation. An exploration stage corporation is one engaged in the search from mineral deposits or reserves which are not in either the development or production stage. We intend to conduct exploration activities on one property. We maintain our statutory registered agent's office at The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89544 and our business office is located at 3355 Morgan Creek Way, Suite 43, Surrey, British Columbia, Canada. This is our mailing address as well. Our telephone number is (604) 781-0221. Mr. Doherty provides this office space valued at $250 per month for free.

There is no assurance that a commercially viable mineral deposit exists on the property and further exploration will be required before a final evaluation as to the economic feasibility is determined.

We have no plans to change its business activities or to combine with another business, and is not aware of any events or circumstances that might cause its plans to change.

Status of our public offering

On April 9, 2007, the Securities and Exchange Commission declared the Post Effective Amendment to our Form SB-2 Registration Statement effective, file number 333-136630, permitting us to offer 500,000 shares minimum, 2,000,000 shares maximum of our common stock at $0.10 per share. There was no underwriter involved in our public offering.

On October 22, 2007, we completed our initial public offering and raised $51,150 byselling 5,511,500 shares of common stock at an offering price of $0.10 per share.

Background

In December, 2005, we acquired six unpatented mining claims from James Ebisch in consideration of $3,776. The claims are located in Kootenai County, Idaho.

We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion and rely upon the sale of our securities and loans from our officers and directors to fund operations.

We have no plans to change our business activities or to combine with another business, and are not aware of any events or circumstances that might cause us to change our plans.

The fee simple title to the property is owned by Randy Doherty. The property is referred to as the Black Rock Basin Project (BRB). James Ebisch acquired these claims and assigned us his right in the claims by way of a quit claim deed dated November 1, 2005.



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The property is unencumbered and there are no competitive conditions which affect the property. Further, there is no insurance covering the property and we believe that no insurance is necessary since the property is unimproved and contains no buildings or improvements.

To date we have not performed any work on the property. We are presently in the exploration stage and we cannot guarantee that a commercially viable mineral deposit, a reserve, exists in the property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.

There are no native land claims that affect title to the property. We have no plans to try interest other companies in the property if mineralization is found. If mineralization is found, we will try to develop the property ourselves.

Claims

The following is a list of claim numbers and description of our claims:

Claim No.
     Description189109-189114
     SB#1 - SB#6


In order to maintain these claims we must pay a fee of $100 per year per claim.

Location and Access

During October 2005, six unpatented lode mining claims were located to cover the main area of interest on the property. The land claimed lies within the Kootenai National Forest, administered by the U.S. Forest Service in Coeur dAlene, Idaho.

Access to the property up Hayden Creek is good. Roughly three miles of improved gravel road lead to within a mile of the property. Presently, access is precluded by a locked gate, but a key to this gate could probably be obtained from the U.S. Forest Service if legitimate work is undertaken on the property. The final mile of road leading to the property has been reclaimed, but is an easy walk that takes only about thirty minutes.

History

Extensive work has been completed on the property during the early 20thcentury. Most of this work was done between 1918 and 1940 by the Hayden Lake Mining and Milling Company. Although there is no known record of production, extensive underground development was undertaken. One tunnel contains 1600 feet of workings while another tunnel contains 800 feet of workings. The tunnels are presently inaccessible.







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Geology

Very limited outcrop exists on the property. Most of the rock in the area consists of metasediments belonging to the Precambrian Age Belt (Purcell) Supergroup. Locally, these metasediments have been intruded by diabase dikes and sills. Weathered surfaces indicate that the rocks contain a substantial amount of carbonate, characteristic of the Wallace Formation. This is corroborated by the work of Anderson (1940).

In general, the rocks strike northeasterly and dip moderately to the northwest. The veins are not concordant. Although they closely parallel the strike of the strata, the angle of dip does not conform to the dip of the strata.

Two main directions of structures exist in the area. The most prominent structures trend roughly N60W, parallel to the major faults which control mineralization in the nearby Silver Valley. The second structural trend is northerly. Neither of these parallel the northeasterly trending veins documented in the Bradbury Mine.

Mineralization

The quartz veins which host sulfide mineralization strike northeasterly, but dip in various directions. The veins pinch and swell abruptly, with very irregular thicknesses. They range from about one foot up to thirty feet in thickness. The veins are bordered by a fringe of quartz seams and stringers which extend outward at various angles for a short distance.

The veins are composed primarily of medium to coarse-grained white quartz containing pyrite, arsenopyrite, chalcopyrite, and galena. The quartz is partly a fracture filling, but mostly a replacement of the country rock.



















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MAP 1







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Supplies

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locates products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

Description of Property

Other than our interest in the property, we own no plants or other property.

Our Proposed Exploration Program

Our exploration target is to find a molybdenum mineralization. Our success depends upon finding mineralized material. This includes a determination by our consultant if the property contains reserves.

Work Performed:

Martin Clemets and Michael Floersch of Northwest Geotechnical Services performed a site visit of the property on October 13th, 2007 and spent the next 2 days completing the geological reconnaissance as detailed below.

Geological Observations:

No geological mapping was performed because no outcrops were located on the property. However, a geologic map of the area by Jim Brown of the Idaho Geologic Survey was obtained and is included in this report (figure). Anderson (1940) reports: The country rock consists of somewhat disturbed but not much altered quartzitic beds of the Wallace formation which locally strike northeast and dip northwest at a moderate angle. The vein, or veins, appears in general to conform rather closely with the strike of the strata; but the angle of the dip is much greater than the dip of the strata and in places is in the opposite direction. The veins are extremely irregular as to thickness and pinch and swell abruptly. In places they are about a foot thick; in other places, 30 feet. They are also bordered by a fringe of quartz seams and stringers which extend outward at diverse angles, but for no great distance. The bodies have been cut by some faults of N. 10oW. strike, but displacement along them does not appear to exceed a few feet.

The only mineralization that was noted on the property was in quartzites containing approximately 1% isseminate pyrites found at the base of the mine dump.







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Rock Sample Results:

The 4 rock samples collected from Bradbury Claims and surrounding Wallace formation belt rocks were also analyzed for gold and silver. The highest gold value received from rock samples is 0.008 oz/Ton. This sample was a grab sample of material collected near the stream channel on SB#4. The balance of the rock samples collected from the property returned gold values of 0.006 oz/ ton Au or less. The following are the results to of the grab samples collected:

Au (oz/ton)
     
     Ag (oz/ton)SB-1.07
     0.004
     
     0.14SB-2.07
     0.006
     
     0.26SB-3.07
     0.004
     
     0.26SB-4.07
     0.008
     
     0.28


ConclusionsNo mineralized material was found.Competitive Factors

The molybdenum mining industry is fragmented, that is there are many, many molybdenum prospectors and producers, small and large. We do not compete with anyone. That is because there is no competition for the exploration or removal of minerals from the property. We will either find gold on the property or not. If we do not, we will cease or suspend operations. We are one of the smallest exploration companies in existence. We are an infinitely small participant in the gold mining market. Readily available gold markets exist in Canada and around the world for the sale of gold. Therefore, we will be able to sell any gold that we are able to recover.

Regulations

Our mineral exploration program is subject to the regulations of the U.S. Forest Service.

The prospecting on the property is provided under the existing 1872 Mining Law and all permits for exploration and testing must be obtained through the local U.S. Forest Service (USFS) office of the Department of Interior. Obtaining permits for minimal disturbance as envisioned by this exploration program will require making the appropriate application and filing of the bond to cover the reclamation of the test areas. From time to time, an archeological clearance may need to be contracted to allow the testing program to proceed.









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Rental Fee Requirement

The Federal government's Continuing Act of 2002 extends the requirement of rental or maintenance fees in place of assessment work for filing and holding mining claims with the USFS. All claimants must pay a yearly maintenance fee of $100 per claim for all or part of the mining claim assessment year. The fee must be paid at the State Office of the U.S. Forest Service by August 31, of each year. We have paid this fee through 2008. The assessment year ends on noon of September 1 of each year. The initial maintenance fee is paid at the time the Notice of Location is filed with the USFS and covers the remainder of the assessment year in which the claim was located. There are no exemptions from the initial fee. Some claim holders made qualify for a Small Miner Exemption waiver of the maintenance fee for assessment years after the year in which the claim was located. We do not qualify for a Small Miner Exemption. The following sets for the USFS fee schedule:

Fee Schedule* (per claim)Location Fee
     $30.00Maintenance Fee.
     $125.00Service Charges
     $10.00Transfer Fee
     $5.00Proof of Labor
     $5.00Notice of Intent to Hold
     $5.00Transfer of Interest
     $5.00Amendment
     $5.00Petition for Deferment of Assessment Work
     $25.00Notice of Intent to Locate on Stock Raising Homestead land
     $25.00* Fee schedule reflects increases of July 2005 and July 2006.


The USFS regulations provide for three types of operations on public lands: 1. Casual Use level, 2. Notice level and 3. Plan of Operation level.

1. Casual Use means activities ordinarily resulting in no or negligible disturbance of the public lands or resources. Casual Use operations involve simple prospecting with hand tools such as picks, shovels, and metal detectors. Small-scale mining devices such as dry washers having engines with less than 10 brake-horsepower are allowed, provided they are fed using only hand tools. Casual Use level operations are not required to file an application to conduct activities or post a financial guarantee.

2. Notice level operations include only exploration activities in which five or less acres of disturbance are proposed. Presently, all Notice Level operations require a written notice and must be bonded for all activities other than reclamation.

3. Plans of Operation activities include all mining and processing (regardless of the size of the proposed disturbance), plus all other activities exceeding five acres of proposed public land disturbance.

Operators are encouraged to conduct a thorough inventory of the claim to determine the full extent of any existing disturbance and to meet with field office personnel at the site before developing an estimate. The inventory should include photographs taken "before" and "after" any mining activity.





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If an operator constructs access or uses an existing access way for an operation and would object to USFS blocking, removing, or claiming that access, then the operator must post a financial guarantee that covers the reclamation of the access.

Concurrence by the USFS for occupancy is required whenever residential occupancy is proposed or when fences, gates, or signs will be used to restrict public access or when structures that could be used for shelter are placed on a claim. It is the claimant's responsibility to prepare a complete notice or plan of operators.

Mining Claims on State Land

The Idaho law authorizing location of claims on State Lands was repealed in 1998. Acquisition of mineral rights on Idaho trust land can only be accomplished by application for a prospecting permit, mineral lease, or lease of common variety materials.

We will secure all necessary permits for exploration and, if development is warranted on the property, will file final plans of operation before we start any mining operations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

We are in compliance with all laws and will continue to comply with the laws in the future. We believe that compliance with the laws will not adversely affect our business operations.

We are responsible to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the property.

We will secure all necessary permits for exploration and, if development is warranted on the property, will file final plans of operation before we start any mining operations. At this point, a permit from the USFS would be required. Also, we would be required to comply with the laws of the state of Idaho and federal regulations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

Exploration stage companies have no need to discuss environmental matters, except as they relate to exploration activities. The only "cost and effect" of compliance with environmental regulations in the State of Idaho is returning the surface to its previous condition upon abandonment of the property. We will only be using "non-intrusive" exploration techniques and will not leave any indication that a sample was taken from the area. We will be required to leave the area in the same condition as they found it - on a daily basis.



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We have not allocated any funds from the proceeds of this offering for the cost of reclamation of the property and the proceeds for the cost of reclamation will not be paid from the proceeds of the offering. Mr. Doherty, our president has agreed to pay the cost of reclamation should we not find mineralized material.

Employees

We intend to use the services of subcontractors for manual labor exploration work on our properties.

Employees and Employment Agreements

At present, we have no full-time employees. Our two officers and directors are part-time employees and each will devote about 10% of their time or four hours per week to our operation. Our officers and directors do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors. Mr. Doherty will handle our administrative duties. Because our officers and directors are inexperienced with exploration, they will hire qualified persons to perform the surveying, exploration, and excavating of the property. As of today, we have not looked for or talked to any geologists or engineers who will perform work for us in the future. We do not intend to do so until we complete this offering.

ITEM 1A.     RISK FACTORS

Risks associated with our company:

1.If we do not raise at least the minimum amount in our public offering, we will have to suspend or cease operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. If we do not raise at least the minimum amount from our public offering, we will have to suspend or cease operations within twelve months.

2.Our plan of operation is limited to finding an ore body. As such we have no plans for revenue generation. Accordingly, you should not expect any revenues from operations.

Our plan of operation and the funds we raise from this offering will be used for exploration of the property to determine if there is an ore body beneath the surface. Exploration does not contemplate removal of the ore. We have no plans or funds for ore removal. Accordingly, we will not generate any revenues as a result of your investment.







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3.Because the probability of an individual prospect ever having reserves is extremely remote any funds spent on exploration will probably be lost.

The probability of an individual prospect ever having reserves is extremely remote. In all probability the property does not contain any reserves. As such, any funds spent on exploration will probably be lost which result in a loss of your investment.

4.We lack an operating history and have losses which we expect to continue into the future.As a result, we may have to suspend or cease operations.

We were incorporated on December 29, 2005, and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $43,064. Our ability to achieve and maintain profitability and positive cash flow we are dependent upon:

|* | our ability to locate a profitable mineral property
|- | ---------------------------------------------------
| 
|* | our ability to generate revenues                   
| 
|* | our ability to reduce exploration costs.           
| 

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease operations.

5.Because our management does not have technical training or experience in exploring for, starting, and operating an exploration program, we will have to hire qualified personnel. If we cant locate qualified personnel, we may have to suspend or cease operations which will result in the loss of your investment.

Because our management is inexperienced with exploring for, starting, and operating an exploration program, we will have to hire qualified persons to perform surveying, exploration, and excavation of the property. Our management has no direct training or experience in these areas and as a result may not be fully aware of many of the specific requirements related to working within the industry. Managements decisions and choices may not take into account standard engineering or managerial approaches, mineral exploration companies commonly use. Consequently our operations, earnings and ultimate financial success could suffer irreparable harm due to managements lack of experience in this industry. As a result we may have to suspend or cease operations which will result in the loss of your investment.

6.Because we are small and do not have much capital, we may have to limit our exploration activity which may result in a loss of your investment.

Because we are small and do not have much capital, we must limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. In that event, an existing ore body may go undiscovered. Without an ore body, we cannot generate revenues and you will lose your investment.



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7.Weather interruptions in the state of Idaho may affect and delay our proposed exploration operations and as a result, there may be delays in generating revenues.

Our proposed exploration work can only be performed approximately five to six months out of the year. This is because rain and snow cause the roads leading to our claims to be impassible during six to seven months of the year. When roads are impassible, we are unable to conduct exploration operations on the property which will delay the generation of possible revenues by us.

Risks associated with this offering:

8.If our officers and directors resign or die without having found replacements our operations will be suspended or cease. If that should occur, you could lose your investment.

We have two officers and directors. We are entirely dependent upon them to conduct our operations. If they should resign or die there will be no one to run us. Further, we do not have key man insurance. If that should occur, until we find others person to run us, our operations will be suspended or cease entirely. In that event it is possible you could lose your entire investment.

9.Because our officers and directors own more than 50% of the outstanding shares, they will be able to decide who will be directors and you will not be able to elect any directors or control operations.

Our officers and directors are able to elect all of our directors and control our operations.

10.Because there is no public trading market for our common stock, you may not be able to resell your stock and as a result your investment is illiquid.

There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale, of which there is no assurance. As a result, your investment is illiquid.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.     PROPERTIES

None.

ITEM 3.     LEGAL PROCEEDINGS

We are not presently a party to any litigation.



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

During the fourth quarter, there were no matters submitted to a vote of our shareholders.

PART II

ITEM 5.     MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our shares are traded on the Bulletin Board operated by the Federal Industry Regulatory Authority under the symbol MXEX. A summary of trading by quarter for 2008 and 2007 fiscal years is as follows:

Fiscal Year2008
     High Bid
     Low BidFourth Quarter 12-01-07 to 2-29-08
     $0.57
     $0.55Third Quarter 9-01-07 to 11-30-07
     $0.00
     $0.00Second Quarter 6-01-07 to 8-31-07
     $0.00
     $0.00First Quarter 3-01-07 to 5-31-07
     $0.00
     $0.00Fiscal Year2007
     High Bid
     Low BidFourth Quarter 12-01-06 to 2-28-07
     $0.00
     $0.00Third Quarter 9-01-06 to 11-30-06
     $0.00
     $0.00Second Quarter 6-01-06 to 8-31-06
     $0.00
     $0.00First Quarter 3-01-05 to 5-31-06
     $0.00
     $0.00


In December 2005, we issued a total of 5,000,000 shares of restricted common stock to our officers and directors. This was accounted for as an acquisition of shares of common stock in the amount of $50.00.

Holders

There are 50 holders of record for our common stock. The record holders are our officers and directors who together own 5,000,000 restricted shares of our common stock.

Status of our public offering

On April 9, 2007, the Securities and Exchange Commission declared the Post Effective Amendment to our Form SB-2 Registration Statement effective, file number 333-136630, permitting us to offer 500,000 shares minimum, 2,000,000 shares maximum of our common stock at $0.10 per share. There was no underwriter involved in our public offering. On October 22, 2007, we completed our public offering and raised $51,150 by selling 5,511,500 shares of common stock at an offering price of $0.10 per share. We raised $51,150 in gross proceeds. The net proceeds, after deducting total expenses incurred in connection with the issuance and distribution of securities, was $51,150.



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Use of Proceeds

On October 22, 2007, we completed our public offering and raised $51,150 by selling 5,511,500 shares of common stock at an offering price of $0.10 per share. Since then we have used the proceeds as follows:

Bank charges
     $
     241G&A
     
     3,097Stock transfer fee
     
     15,097Accounting
     
     13,816Mining Exploration
     
     3,363Legal Fees
     
     16,158TOTAL
     $
     51,772Dividends


We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities authorized for issuance under equity compensation plans

We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder.



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ITEM 6.     SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 7.     MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point.

We may be conducting research in the form of exploration on one property. We do not own the property, we only have the right to explore the property. We are not going to buy or sell any plant or significant equipment during the next twelve months.

Our exploration target is to find a molybdenum mineralization. Our success depends upon finding mineralized material. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. This includes a determination by a consultant that the property contains reserves. We have conducted limited exploration activity on the property in the form of geological reconnaissance. As of the date hereof, we have not discovered mineralized material.

In the spring of 2008, we will review this matter and decide if further exploration is warranted. We will decide on our plan of exploration at that time.

We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.



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Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price increases in services.

To become profitable and competitive, we must remove and sell mineralized material. We believe the funds we now have will allow us to operate for one year.

Milestones

Due to the uneconomic findings of the exploration program performed on our property, we are looking at other possible opportunities.

Liquidity and Capital Resources

If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.

We acquired the right to explore one property containing six claims. We do not own the property. The property is staked and we have conducted exploration on the property in the form of geological reconnaissance. We did not find mineralized material. In the spring of 2008 we will decide upon further exploration.

In December 2005, we issued 5,000,000 shares of common stock to our officers and directors pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1993. The purchase price of the shares was $50. This was accounted for as an acquisition of shares. Randy Doherty covered our initial expenses of $19,315 for incorporation, accounting and legal fees and $3,776 for the acquisition of the claims. The amount owed to Mr. Doherty is non-interest bearing, unsecured and due on demand. The agreement with Mr. Doherty is oral and there is no written document evidencing the agreement.

On October 22, 2007, we sold 511,500 shares of common stock at $0.10 per share in our public offering for total proceeds of $51,150.

As of February 29, 2008, our total assets were $15,981 and our total liabilities were $50,937.







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Recent accounting pronouncements

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial StatementsAn Amendment of ARB No. 51, or SFAS No. 160. SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. We have not completed our evaluation of the potential impact, if any, of the adoption of SFAS No. 160 on our consolidated financial position, results of operations and cash flows.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007),Business Combinations, or SFAS No. 141R. SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will change the accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Accordingly, any business combinations we engage in will be recorded and disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time. We are still assessing the impact of SFAS No. 141R.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 8.
     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.Maximus Exploration Corporation(An Exploration Stage Company)February 29, 2008IndexBalance Sheets
     F2Statements of Operations
     F3Statements of Cash Flows
     F4Statement of Stockholders Equity (Deficit)
     F5Notes to the Financial Statements
     F6


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors 
Maximus Exploration Corporation 
(An Exploration Stage Company) 
Vancouver BC Canada

We have audited the accompanying balance sheet of Maximus Exploration Corporation as of February 29, 2008 and February 28, 2007, and the related statements of expenses, cash flows and changes in stockholders deficit for the years ended and the period from December 29, 2005 (inception) through February 29, 2008. These financial statements are the responsibility of Maximuss management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Maximus, as of February 29, 2008 and February 29, 2007, and the results of its operations and its cash flows for the periods described in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Maximus will continue as a going concern. As discussed in Note 2 to the financial statements, Maximus has suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Managements plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

MALONE & BAILEY, PCMalone & Bailey, PCwww.malone-bailey.comHouston, TexasMay 28, 2008

F-1

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Maximus Exploration Corporation(An Exploration Stage Company)Balance Sheets

February 29,
     February 28,2008
     2007ASSETSCurrent AssetsCash
     $15,981
     $36Total Assets
     $15,981
     $36LIABILITIES AND STOCKHOLDERS DEFICITCurrent LiabilitiesAccounts payable
     $7,890
     $4,989Accrued liabilities
     -
     1,500Due to related parties
     43,047
     37,371Total Liabilities
     50,937
     43,860Stockholders DeficitCommon Stock, 100,000,000 shares authorized, $0.00001 par value5,511,500 and 5,000,000 shares issued and outstanding, respectively
     55
     50Additional Paid-in Capital
     75,722
     12,123Deficit accumulated during the exploration stage
     (110,733)
     (55,997)Total Stockholders Deficit
     (34,956)
     (43,824)Total Liabilities and Stockholders Deficit
     $15,981
     $36








See the accompanying summary of accounting policies and notes to the financial statements.F-2

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Maximus Exploration Corporation(An Exploration Stage Company)Statements of ExpensesAccumulated fromYear
     Year
     December 29, 2005Ended
     Ended
     (Date of Inception)February 29,
     February 28,
     to February 29,2008
     2007
     2008ExpensesGeneral and administrative
     $51,282
     $33,533
     $101,880Impairment of mineral property costs
     -
     -
     3,776Interest expense
     3,454
     1,623
     5,077Net Loss
     $(54,736)
     $(35,156)
     $(110,733)Net Loss Per Share  Basic and Diluted
     $(0.01)
     $(0.01)
     n/aWeighted Average Shares Outstanding
     5,207,078
     5,000,000
     n/a


















See the accompanying summary of accounting policies and notes to the financial statements.F-3

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Maximus Exploration Corporation(An Exploration Stage Company)Statements of Cash Flows



Accumulated fromDecember 29, 2005Year Ended
     Year Ended
     (Date of Inception)February 29,
     February 28,
     to February 29,2008
     2007
     2008Operating ActivitiesNet loss
     $(54,736)
     $(35,156)
     $(110,733)Adjustments to reconcile net loss to net cash used inoperating activitiesDonated consulting services and expenses
     9,000
     9,000
     19,500Imputed interest
     3,455
     1,623
     5,078Changes in operating assets and liabilitiesIncrease (decrease) in accounts payable
     2,901
     (526)
     7,889Increase in accrued liabilities
     (1,500)
     1,500
     -Net Cash Used in Operating Activities
     (40,880)
     (23,559)
     (78,266)Financing ActivitiesIncrease in due to related parties
     5,676
     23,595
     43,047Proceeds from sale of common stock
     51,150
     -
     51,200Net Cash Provided by Financing Activities
     56,826
     23,595
     94,247Increase in Cash
     15,946
     36
     15,981Cash  Beginning of Period
     36
     -
     -Cash  End of Period
     $15,981
     $ 36
     $ 15,981Supplemental Disclosures:Interest paid
     $
     $
     $Income taxes paid
     
     
     






See the accompanying summary of accounting policies and notes to the financial statements.F-4

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Maximus Exploration Corporation(An Exploration Stage Company)Statement of Stockholders DeficitPeriod from December 29, 2005 (Date of Inception) to February 29, 2008DeficitAccumulatedAdditional
     During theCommon Stock
     Paid in
     DevelopmentShares
     Amount
     Capital
     Stage
     TotalBalance  December 29, 2005(Date of Inception)
     
     $
     $
     $
     $Issuance of common stock for cashat $0.00001 per share
     5,000,000
     50
     
     
     50Donated services and expenses
     
     
     1,500
     
     1,500Net loss for the period
     
     
     
     (20,841)
     (20,841)Balance  February 28, 2006
     5,000,000
     50
     1,500
     (20,841)
     (19,291)Donated services and expenses
     
     
     9,000
     
     9,000Imputed interest
     
     
     1,623
     
     1,623Net loss for the year
     
     
     
     (35,136)
     (35,136)Balance  February 28, 2007
     5,000,000
     50
     12,123
     (55,977)
     (43,824)Issuance of common stock for cash at$0.10 per share
     511,500
     5
     51,145
     
     51,150Donated services and expenses
     
     
     9,000
     
     9,000Imputed interest
     
     
     3,455
     
     3,455Net loss for the year
     
     
     
     (54,736)
     (54,736)Balance  February 29, 2008
     5,511,500
     $55
     $75,723
     $(110,733)
     $(34,956)










See the accompanying summary of accounting policies and notes to the financial statements.F-5

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Maximus Exploration Corporation(An Exploration Stage Company)Notes to the Financial StatementsFebruary 29, 2008

|1. | Nature of Operations and Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company was incorporated in the State of Nevada on December 29, 2005. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (SFAS) No.7 Accounting and Reporting for Development Stage Enterprises. The Companys principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.
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|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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F-6

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|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 Accounting for Income Taxes as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | In May 2005, FASB issued SFAS No. 154, Accounting Changes and Error Corrections  A Replacement of APB Opinion No. 20 and SFAS No. 3. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principles and applies to all voluntary changes in accounting principles. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods financial statements of changes in accounting principles, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Companys results of operations or financial position.                                                                                                                                                             
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29. The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard did not have a material effect on the Companys results of operations or financial position.
|  
|2. | These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. At February 29, 2008, the Company has accumulated losses since inception. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
|  
|3. | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On November 1, 2005 the Company acquired a 100% interest in a mineral claim located in British Columbia, Canada, in consideration for $3,776. The claims are registered in the name of the President of the Company, who has executed a trust agreement whereby the President agreed to hold the claims in trust on behalf of the Company. The cost of the mineral property was initially capitalized. For the year ended February 28, 2007, the Company recognized an impairment loss of $3,776, as it has not yet been determined whether there are proven or probable reserves on the property.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  

F-7

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|4. | Related Party Balances/Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|5. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|6. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Maximus uses asset and the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The Company has net operating losses of $110,733 which commence expiring in 2026. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely-than-not it will utilize the net operating losses carried forward in future years. The components of the net deferred tax asset at February 29, 2008 and 2007 and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are scheduled below:
|  

February 29,
     February 28,2008
     2007Net Operating LossCarryforwards
     $110,733
     $55,997Statutory Tax Rate
     35%
     35%Effective Tax Rate
     
     Deferred Tax Asset
     38,755
     19,031Valuation Allowance
     (38,755)
     (19,031)Net Deferred Tax Asset
     $
     $


F-8

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

On February 12, 2007, Amisano Hanson, Chartered Accountants informed us that Amisano Hanson, Chartered Accountants resigned as our independent registered public accounting firm effective as of that date. On February 22, 2007, our the board of directors accepted the resignation of Amisano Hanson, Chartered Accountants.

Amisano Hanson, Chartered Accountants' report on the financial statements as of and for the period from the date of inception on December 29, 2005 to February 28, 2006 did not contain an adverse opinion or disclaimer of opinion and was not modified as to uncertainty, audit scope, or accounting principles save and except for a "going concern opinion" provided with the overall audit opinion.

During the year ended February 28, 2006, through the date of resignation and through the date of our acceptance of Amisano Hanson, Chartered Accountants resignation, there were no disagreements with Amisano Hanson, Chartered Accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Amisano Hanson, Chartered Accountants, would have caused Amisano Hanson, Chartered Accountants to make reference to the subject matter of the disagreement in its reports on our consolidated financial statements for such periods.

On February 22, 2007, we delivered a copy of this report to Amisano Hanson, Chartered Accountants. The Company has requested a letter addressed to the SEC stating whether or not it agrees with the foregoing, but as of the date of this report has not received a written response from Amisano Hanson, Chartered Accountants.

On February 22, 2007, we engaged Malone & Bailey, P.C., an independent registered public accounting firm, as our principal independent accountant with the approval of our board of directors. We have not consulted with Malone & Bailey, P.C. on any accounting issues prior to engaging them as our new auditors.

ITEM 9A.     CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the Evaluation), under the supervision and with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures (Disclosure Controls) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our President has concluded that the Companys disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.

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Changes in Internal Controls

We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

CEO and CFO Certifications

Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

Managements Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). The Companys internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.





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Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of February 29, 2008. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control-Integrated Framework. Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a maerial misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our President does not possess accounting expertise and our company does not have an audit committee. This weakness is due to the companys lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

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

ITEM 9B.     OTHER INFORMATION

None.





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PART III

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

Officers and Directors

Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

The name, address, age and position of our present sole officer and director is set forth below:

Name and Address
     Age
     Position(s)Randy Doherty
     60
     president, principal executive officer, treasurer, principal3355 Morgan Creek Way
     
     financial officer and a member of the board of directorsSuite 43Surrey, British ColumbiaCanada V3S 0J9Robert M. Robertson
     62
     secretary and a member of the board of directors7091 Kimberly Dr.Richmond, British ColumbiaCanada V5E 2A4


The persons named above have held their offices/positions since inception of our company and are expected to hold their offices/positions until the next annual meeting of our stockholders.

Background of Officers and Directors

Randy Doherty has been our President, CEO, Treasurer, and Director since December 29, 2005. From December 1989 to May 2003, Mr. Doherty was employed at Canaccord Capital Corporation, Vancouver, British Columbia as an investment advisor. Canaccord Capital Corporation is a Canadian broker-dealer. From May 2003 to December 29, 2005, Mr. Doherty was retired.

Robert M. Robertson has been our Secretary and Director since December 29, 2005. From 1969 to September 2001, Mr. Robertson was employed by Royal Bank of Canada in British Columbia, holding various management positions. From September 2001 to December 2005, Mr. Robertson was retired.

Conflicts of Interest

We believe that Mr. Doherty and Mr. Robertson will not be subject to conflicts of interest. No policy has been implemented or will be implemented to address conflicts of interest.

In the event both Mr. Doherty and Mr. Robertson resign as an officer and director, there will be no one to run our operations and our operations will be suspended or cease entirely.



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Involvement in Certain Legal Proceedings

Other than as described in this section, to our knowledge, during the past five years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two yeas before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Audit Committee and Charter

We have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. Our audit committee met once last year. All directors participated in the meetings.

Audit Committee Financial Expert

None of our directors or officers have the qualifications or experience to be considered a financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our limited operations, we believe the services of a financial expert are not warranted.



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Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.

Section 16(a) of the Securities Exchange Act of 1934

Our officers, directors and owners of 10% or more of our outstanding shares of common stock have filed all reports required by section 16(a) of the Securities Exchange Act of 1934.

ITEM 11.     EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by us for the last three fiscal years ending February 28 for each of our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.

Executive Officer Compensation TableNon-
     NonqualifiedEquity
     Deferred
     AllName
     
     
     
     
     
     Incentive
     Compensa-
     Otherand
     
     
     
     Stock
     Option
     Plan
     tion
     Compen-Principal
     
     Salary
     Bonus
     Awards
     Awards
     Compensation
     Earnings
     sation
     TotalPosition
     Year
     (US$)
     (US$)
     (US$)
     (US$)
     (US$)
     (US$)
     (US$)
     (US$)(a)
     (b)
     (c)
     (d)
     (e)
     (f)
     (g)
     (h)
     (i)
     (j)Randy Doherty
     2008
     0
     0
     0
     0
     0
     0
     0
     0President & Treasurer
     2007
     0
     0
     0
     0
     0
     0
     0
     02006
     0
     0
     0
     0
     0
     0
     0
     0Robert M. Robertson
     2008
     0
     0
     0
     0
     0
     0
     0
     0Secretary
     2007
     0
     0
     0
     0
     0
     0
     0
     02006
     0
     0
     0
     0
     0
     0
     0
     0


We do not anticipate paying any salaries in 2008. We do not anticipate paying salaries until we have a defined ore body and begin extracting minerals from the ground.



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Compensation of Directors

The members of our board of directors are not compensated for their services as directors. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts.

Directors Compensation TableFeesEarned
     
     
     
     Nonqualifiedor
     
     
     Non-Equity
     DeferredPaid in
     Stock
     Option
     Incentive Plan
     Compensation
     All OtherCash
     Awards
     Awards
     Compensation
     Earnings
     Compensation
     TotalName
     (US$)
     (US$)
     (US$)
     (US$)
     (US$)
     (US$)
     (US$)(a)
     (b)
     (c)
     (d)
     (e)
     (f)
     (g)
     (h)Randy Doherty
     2008
     0
     0
     0
     0
     0
     0Robert M. Robertson
     2008
     0
     0
     0
     0
     0
     0Option/SAR Grants


There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.



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ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in our public offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

Name and Address
     Number of
     Percentage ofBeneficial Ownership [1]
     Shares
     OwnershipRandy Doherty
     3,000,000
     54.43%3355 Morgan Creek Way, Suite 43Surrey, BCCanada V3S 0J9Robert M. Robertson
     2,000,000
     36.29%7091 Kimberly Dr.Richmond, BCCanada V7A 4S7All Officers and Directors
     5,000,000
     90.72%as a Group (2 persons)


|[1] | The persons named above "promoters" as defined in the Securities Exchange Act of 1934. Mr. Doherty and Mr. Robertson are the only "promoters" of our company.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|   

Future Sales by Existing Stockholders

3,000,000 shares of common stock were issued to Randy Doherty, one of our officers and directors in December 2005 and 2,000,000 shares of common stock were issued to Robert M. Robertson, one of our officers and directors in December 2005. The 5,000,000 shares are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition. Rule 144 provides that a person may not sell more than 1% of the total outstanding shares in any three month period and the sales must be sold either in a brokers transaction or in a transaction directly with a market maker.

Shares purchased in our public offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

A total of 5,000,000 shares of our stock are currently owned by our officers and directors. They will likely sell a portion of their stock if the market price goes above $0.10. If they do sell their stock into the market, the sales may cause the market price of the stock to drop.



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Because our officers and directors will control us after our public offering, regardless of the number of shares sold, your ability to cause a change in the course of our operations is eliminated. As such, the value attributable to the right to vote is gone. This could result in a reduction in value to the shares you own because of the ineffective voting power.

Changes in Control

There are no arrangements which may result in a change of control of Maximus Exploration Corporation There are no known persons that may assume control of us after our public offering.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In December 2005, we issued a total of 5,000,000 shares of restricted common stock to our officers and directors. This was accounted for as an acquisition of shares of common stock in the amount of $50.00.

Mr. Doherty also caused the property, comprised of six unpatented mining claims, to be acquired from James Ebisch at a cost of $3,776.

Mr. Doherty is providing us with rent at $250 per month.

Mr. Doherty and Mr. Robertson are our only promoters. They have not received or will they receive anything of value from us, directly or indirectly in their capacities as promoters.

ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

|2008 | $ | 12,000 |  | Malone & Bailey, P.C.
|---- | - | ------ |  | ---------------------
|2007 | $ | 2,500  |  | Malone & Bailey, P.C.

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

|2008 | $ | -0- |  | Malone & Bailey, P.C.
|---- | - | --- |  | ---------------------
|2007 | $ | -0- |  | Malone & Bailey, P.C.



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(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

|2008 | $ | -0- |  | Malone & Bailey, P.C.
|---- | - | --- |  | ---------------------
|2007 | $ | -0- |  | Malone & Bailey, P.C.

(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

|2008 | $ | -0- |  | Malone & Bailey, P.C.
|---- | - | --- |  | ---------------------
|2007 | $ | -0- |  | Malone & Bailey, P.C.

(5) Our audit committees pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6) The percentage of hours expended on the principal accountants engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountants full time, permanent employees was 0%.

ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Incorporated by referenceFiledExhibit
     Document Description
     Form
     Date
     Number
     herewith3.1
     Articles of Incorporation.
     SB-2
     08-15-06
     3.13.2
     Bylaws.
     SB-2
     08-15-06
     3.24.1
     Specimen Stock Certificate.
     SB-2
     08-15-06
     4.114.1
     Code of Ethics.
     10-KSB
     05-31-07
     14.131.1
     Certification of Principal Executive Officer and
     
     
     
     XPrincipal Financial Officer pursuant to 15d-15(e),promulgated under the Securities and Exchange Actof 1934, as amended.32.1
     Certification pursuant to 18 U.S.C. Section 1350, as
     
     
     
     Xadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Office and ChiefFinancial Officer).


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99.1
     Subscription Agreement.
     SB-2
     08-15-06
     99.199.2
     Audit Committee Charter.
     10-KSB
     05-31-07
     99.199.3
     Disclosure Committee Charter.
     10-KSB
     05-31-07
     99.2




































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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on behalf by the undersigned, thereunto duly authorized on this 29thday of May, 2008.

MAXIMUS EXPLORATION CORPORATIONBY:RANDY DOHERTYRandy Doherty, President, Principal ExecutiveOfficer, Treasurer, Principal Financial Officer, andPrincipal Accounting Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature
     Title
     DateRANDY DOHERTY
     President, Principal Executive Officer, Treasurer,
     May 29, 2008Randy Doherty
     Principal Financial Officer, Principal AccountingOfficer and a member of the Board of DirectorsROBERT M. ROBERTSON
     Secretary and a member of the Board of Directors
     May 29, 2008Robert M. Robertson
























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EXHIBIT INDEX

Incorporated by referenceFiledExhibit
     Document Description
     Form
     Date
     Number
     herewith3.1
     Articles of Incorporation.
     SB-2
     08-15-06
     3.13.2
     Bylaws.
     SB-2
     08-15-06
     3.24.1
     Specimen Stock Certificate.
     SB-2
     08-15-06
     4.114.1
     Code of Ethics.
     10-KSB
     05-31-07
     14.131.1
     Certification of Principal Executive Officer and
     
     
     
     XPrincipal Financial Officer pursuant to 15d-15(e),promulgated under the Securities and Exchange Actof 1934, as amended.32.1
     Certification pursuant to 18 U.S.C. Section 1350, as
     
     
     
     Xadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Office and ChiefFinancial Officer).99.1
     Subscription Agreement.
     SB-2
     08-15-06
     99.199.2
     Audit Committee Charter.
     10-KSB
     05-31-07
     99.199.3
     Disclosure Committee Charter.
     10-KSB
     05-31-07
     99.2




















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