**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington D. C. 20549**

**FORM 10-QSB**

**(X) Quarterly report pursuant toSection 13 or 15(d) of the Securities**

**and Exchange Act of1934.**

**For the quarterly period ended June30, 2002.**

**( ) Transition report pursuant toSection 13 or 15(d) of the Exchange**

**Act for the transition period from_________ to _________ .**

**Commission File Number:333-44586**

**MAXIM MORTGAGECORPORATION****(Exact name of registrant asspecified in charter)**

| **DELAWARE****(State of or other jurisdictionof****incorporation or organization)** | **58-2565680****(IRS Employer I.D.  No.)** |
|-------------------------------------------------------------------------------------|--------------------------------------------|

**7740 Roswell Road, Suite 400**

##### **Atlanta, Georgia30350**

**(Address of Principal ExecutiveOffices)**

**(404)591-0675****(Registrant's Telephone Number,Including Area Code)**

Check whether the registrant:  (1) has filed all reportsrequired to be filed by Section by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days. 

YES (x) NO ( ) 

Indicate the number of shares outstanding of each of theissuer's classes of stock as of July 17, 2002. 

39,801,638 Common Shares

Transitional Small Business Disclosure Format:

**YES (  ) NO (x)**

MAXIM MORTGAGECORPORATIONINDEX TO FORM 10-QSB

| **PART I. FINANCIAL INFORMATION**                                                                                            | **Page** |
|------------------------------------------------------------------------------------------------------------------------------|----------|
|                                                                                                                              |          |
| Item 1. Financial Statements (unaudited)                                                                                     |          |
|                                                                                                                              |          |
| Balance Sheets as of June 30, 2002 and December 31,2001                                                                      | 3        |
|                                                                                                                              |          |
| Statements of Operations for the three and six monthsended June 30, 2002 and 2001                                            | 4        |
|                                                                                                                              |          |
| Statement of Stockholders' Equity for the six monthsended June 30, 2002                                                      | 5        |
|                                                                                                                              |          |
| Statements of Cash Flows for the six months ended June30, 2002 and 2001                                                      | 6        |
|                                                                                                                              |          |
| Notes to Financial Statements                                                                                                | 7        |
|                                                                                                                              |          |
| Item 2. Management's Discussion and Analysis ofFinancial Condition and Results of Operations (including cautionarystatement) | 10       |
|                                                                                                                              |          |
| **PART II.	OTHER INFORMATION**                                                                                               |          |
|                                                                                                                              |          |
| Item 1. Legal Proceedings                                                                                                    | 11       |
|                                                                                                                              |          |
| Item 2. Changes in Securities                                                                                                | 11       |
|                                                                                                                              |          |
| Item 3. Defaults Upon Senior Securities                                                                                      | 11       |
|                                                                                                                              |          |
| Item 4. Submission of Matters to a Vote of SecuritiesHolders                                                                 | 11       |
|                                                                                                                              |          |
| Item 5. Other Information                                                                                                    | 11       |
|                                                                                                                              |          |
| Item 6. Exhibits and Reports on Form 8-K                                                                                     | 11       |
|                                                                                                                              |          |
| Signature                                                                                                                    | 11       |

MAXIM MORTGAGE CORPORATION

BALANCE SHEETS 

| ASSETS                                                                                                                               |   | June 30,2002(unaudited) |   | December 31, 2001 |
|--------------------------------------------------------------------------------------------------------------------------------------|---|-------------------------|---|-------------------|
| CURRENT ASSETS:                                                                                                                      |   |                         |   |                   |
| Cash and cash equivalents                                                                                                            | $ | 207,979                 | $ | 70,129            |
| Prepaid expense and other current assets                                                                                             |   | 1,750                   |   | 3,500             |
| Total current assets                                                                                                                 |   | 209,729                 |   | 73,629            |
|                                                                                                                                      |   |                         |   |                   |
| Furniture, fixtures and equipment (net ofaccumulated

    depreciation of $6,684 and $632,respectively)                              |   | 43,651                  |   | 9,231             |
|                                                                                                                                      |   |                         |   |                   |
| TOTAL                                                                                                                                | $ | 253,380                 | $ | 82,860            |
|                                                                                                                                      |   |                         |   |                   |
|                                                                                                                                      |   |                         |   |                   |
| LIABILITIES AND STOCKHOLDERS’EQUITY                                                                                            |   |                         |   |                   |
|                                                                                                                                      |   |                         |   |                   |
| CURRENT LIABILITIES - accrued and otherliabilities                                                                                   | $ | 38,176                  | $ | 1,500             |
|                                                                                                                                      |   |                         |   |                   |
| STOCKHOLDERS' EQUITY:                                                                                                                |   |                         |   |                   |
| Preferred stock - $0.0001 par value; 5,000,000 sharesauthorized; zero shares issued and outstanding                                  |   | -                       |   | -                 |
| Common stock - $0.0001 par value; 200,000,000 sharesauthorized; 39,801,638 and 36,034,000 shares issued and outstanding,respectively |   | 3,980                   |   | 3,603             |
| Additional paid-in capital                                                                                                           |   | 372,852                 |   | 184,847           |
| Deficit                                                                                                                              |   | (161,628)               |   | (107,090)         |
| Total stockholders' equity                                                                                                           |   | 215,204                 |   | 81,360            |
|                                                                                                                                      |   |                         |   |                   |
| TOTAL                                                                                                                                | $ | 253,380                 | $ | 82,860            |

****SEE NOTES TO FINANCIAL STATEMENTS. 

MAXIM MORTGAGE CORPORATION

STATEMENTS OFOPERATIONS(Unaudited)

|                                                         |   | For the six months ended June30, 2002 |   | For the six months ended June30, 2001 |   | For the three months ended June30, 2002 |   | For the three months ended June30, 2001 |
|---------------------------------------------------------|---|---------------------------------------|---|---------------------------------------|---|-----------------------------------------|---|-----------------------------------------|
|                                                         |   |                                       |   |                                       |   |                                         |   |                                         |
| **REVENUES:**                                           |   |                                       |   |                                       |   |                                         |   |                                         |
| Broker fee income                                       | $ | 535,389                               | $ | -                                     | $ | 440,747                                 | $ | -                                       |
| Interest income                                         |   | -                                     |   | 1,507                                 |   | -                                       |   | 826                                     |
| Total revenues                                          |   | 535,389                               |   | 1,507                                 |   | 440,747                                 |   | 826                                     |
|                                                         |   |                                       |   |                                       |   |                                         |   |                                         |
| **EXPENSES:**                                           |   |                                       |   |                                       |   |                                         |   |                                         |
| Employee compensation                                   |   | 470,591                               |   | 7,500                                 |   | 364,520                                 |   | 3,750                                   |
| Professional fees                                       |   | 34,757                                |   | 2,586                                 |   | 20,849                                  |   | 2,239                                   |
| Occupancy                                               |   | 29,570                                |   | -                                     |   | 18,985                                  |   | -                                       |
| Office Supplies                                         |   | 16,849                                |   | -                                     |   | 8,075                                   |   | -                                       |
| Other                                                   |   | 38,160                                |   | 2,370                                 |   | 21,652                                  |   | 1,371                                   |
|                                                         |   |                                       |   |                                       |   |                                         |   |                                         |
| Total expenses                                          |   | 589,927                               |   | 12,456                                |   | 434,081                                 |   | 7,360                                   |
|                                                         |   |                                       |   |                                       |   |                                         |   |                                         |
| **NET INCOME (LOSS)**                                   | $ | (54,538)                              | $ | (10,949)                              | $ | 6,666                                   | $ | (6,534)                                 |
|                                                         |   |                                       |   |                                       |   |                                         |   |                                         |
| Net Income (Loss) Per Share – 

Basic and Diluted | $ | (0.002)                               | $ | (0.001)                               | $ | 0.000                                   | $ | (0.001)                                 |
|                                                         |   |                                       |   |                                       |   |                                         |   |                                         |
| Weighted Average Number of Shares Outstanding           |   | 36,242,500                            |   | 10,503,000                            |   | 36,291,000                              |   | 10,503,000                              |

SEE NOTES TO FINANCIAL STATEMENTS**.**

MAXIM MORTGAGE CORPORATION

STATEMENT OF STOCKHOLDERS'EQUITYFor the six months ended June 30,2002(Unaudited)

|                                                 |  | Common Stock |   | Additional Paid-In |   |         |   |           |
|-------------------------------------------------|--|--------------|---|--------------------|---|---------|---|-----------|
|                                                 |  | Shares       |   | Amount             |   | Capital |   | Deficit   |  | Total |
|                                                 |  |              |   |                    |   |         |   |           |  |  |
| Balances, December 31, 2001                     |  | 36,034,000   | $ | 3,603              | $ | 184,847 | $ | (107,090) | $ | 81,360 |
|                                                 |  |              |   |                    |   |         |   |           |  |  |
| Issuance of common stock for cash               |  | 3,519,550    |   | 352                |   | 175,625 |   | -         |  | 175,977 |
|                                                 |  |              |   |                    |   |         |   |           |  |  |
| Common stock issued to employees                |  | 198,088      |   | 20                 |   | 9,885   |   | -         |  | 9,905 |
|                                                 |  |              |   |                    |   |         |   |           |  |  |
| Issuance of common stock for marketing services |  | 50,000       |   | 5                  |   | 2,495   |   | -         |  | 2,500 |
|                                                 |  |              |   |                    |   |         |   |           |  |  |
| Net Loss                                        |  | -            |   | -                  |   | -       |   | (54,538)  |  | (54,538) |
|                                                 |  |              |   |                    |   |         |   |           |  |  |
| Balances, June 30, 2002                         |  | 39,801,638   | $ | 3,980              | $ | 372,852 | $ | (161,628) | $ | 215,204 |
|                                                 |  |              |   |                    |   |         |   |           |  |  |

SEE NOTES TO FINANCIAL STATEMENTS. 

MAXIM MORTGAGE CORPORATION

STATEMENTS OF CASHFLOWS(Unaudited)

|                                                                            |   | For the six months ended June 30, 2002 |   | For the six months ended June 30, 2001 |
|----------------------------------------------------------------------------|---|----------------------------------------|---|----------------------------------------|
| Cash Flows From Operating Activities:                                      |   |                                        |   |                                        |
|    Net loss                                                 | $ | (54,538)                               | $ | (10,949)                               |
| Adjustments to reconcile net loss to net cash used in operatingactivities: |   |                                        |   |                                        |
| Depreciation                                                               |   | 6,052                                  |   | -                                      |
| Decrease in prepaid and other assets                                       |   | 1,750                                  |   | -                                      |
| Stock based compensation and consulting                                    |   | 12,405                                 |   | -                                      |
| Other non-cash compensation                                                |   | -                                      |   | 7,500                                  |
| Increase in accrued liabilities                                            |   | 36,676                                 |   | -                                      |
| Net Cash Used in Operating Activities                                      |   | 2,345                                  |   | (3,449)                                |
|                                                                            |   |                                        |   |                                        |
| Cash Flows From Investing Activities-                                      |   |                                        |   |                                        |
| Purchases of property and equipment                                        |   | (40,472)                               |   | -                                      |
|                                                                            |   |                                        |   |                                        |
| Cash Flows From Financing Activities-                                      |   |                                        |   |                                        |
|    Issuance of common stock                                 |   | 175,977                                |   | -                                      |
|                                                                            |   |                                        |   |                                        |
| Net Increase (Decrease) In Cash and Cash Equivalents                       |   | 137,850                                |   | (3,449)                                |
|                                                                            |   |                                        |   |                                        |
| Cash and Cash Equivalents at Beginning of Period                           |   | 70,129                                 |   | 92,378                                 |
|                                                                            |   |                                        |   |                                        |
| Cash and Cash Equivalents at End of Period                                 | $ | 207,979                                | $ | 88,929                                 |
|                                                                            |   |                                        |   |                                        |
| Supplemental disclosure of cash flow information:                          |   |                                        |   |                                        |
|                                                                            |   |                                        |   |                                        |
| Cash paid for interest                                                     | $ | -                                      | $ | -                                      |
|                                                                            |   |                                        |   |                                        |
| Cash paid for income taxes                                                 | $ | -                                      | $ | -                                      |

 SEE NOTES TO FINANCIAL STATEMENTS.

Maxim Mortgage Corporation

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

**NOTE A - FORMATION AND OPERATIONS OF THE COMPANY**

Maxim Mortgage Corporation (“we”,“us”, “our”) was initially incorporated on January 5,1999 under the laws of the state of Delaware as JAHB Holdings, Inc. On October22, 2001, we changed our name to Maxim Mortgage Corporation. Prior to January 1,2002, we were considered to be a development stage enterprise.  We engage in thebrokerage, origination and sale of mortgage loans secured by residential orcommercial real estate. 

On October 22, 2001, our stockholders voted to amend ourArticles of Incorporation by increasing our authorized common shares from20,000,000 to 200,000,000, and by reducing the par value of our common stockfrom $0.001 to $0.0001 per share. This amendment also authorizes us to issue5,000,000 shares of preferred stock with a par value of $0.0001. Simultaneously,we forward split our outstanding shares 10 to 1, and our president and majoritystockholder canceled 70,000,000 shares of common stock he received on the dateof our incorporation. 

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

Our accompanying unaudited financial statements havebeen prepared in accordance with accounting principles generally accepted in theUnited States of America for interim financial information and the instructionsto Form 10-QSB and Rule 10-1 of Regulation S-X of the Securities and ExchangeCommission (the "SEC"). Accordingly, these financial statements do not includeall of the footnotes required by accounting principles generally accepted in theUnited States. In our opinion, all adjustments (consisting of normal andrecurring adjustments) considered necessary for a fair presentation have beenincluded. Operating results for the six months ended June 30, 2002 are notnecessarily indicative of the results that may be expected for the year endedDecember 31, 2002. The accompanying financial statements and the notes should beread in conjunction with our audited financial statements as of and for the yearended December 31, 2001 contained in our Form 10-KSB. 

Use Of Estimates 

The preparation of financial statements in accordancewith accounting principles generally accepted in the United States of Americarequires us to make estimates and assumptions that affect the reported amountsof assets and liabilities and the disclosure of contingent assets andliabilities at the date of the financial statements. The reported amounts ofrevenues and expenses during the reporting period may be affected by theestimates and assumptions we are required to make. Actual results could differfrom those estimates. 

Revenue Recognition

We recognize broker fee income when mortgagetransactions are funded.

Furniture, Fixtures and Equipment 

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

Stock-Based Compensation

We accounts for equity instruments issued to employeesfor services based on the fair value of the equity instruments issued andaccounts for equity instruments issued to other than employees based on the fairvalue of the consideration received or the fair value of the equity instruments,whichever is more reliably measurable.

We accounts for stock based compensation in accordancewith SFAS 123, "Accounting for Stock-Based Compensation." The provisions of SFAS123 allow companies to either expense the estimated fair value of stock optionsor to continue to follow the intrinsic value method set forth in APB Opinion 25,"Accounting for Stock Issued to Employees" (APB 25) but disclose the pro formaeffects on net income (loss) had the fair value of the options been expensed. Wehave elected to continue to apply APB 25 in accounting for its stock optionincentive plans.

**NOTE B –OTHER RELATED PARTY TRANSACTIONS**

During the year ended December 31, 2001, we recognized$11,250 of non-cash employee compensation. We believe this amount represents thefair value of services provided to us by our president during such year. Asdiscussed at Note F, subsequent to September 30, 2001, we began to compensateour president under an employment agreement. Because the amounts incurred priorto September 30, 2001 will not be paid, now or in the future, the amounts havebeen reflected as increases in additional paid-in capital. 

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

**NOTE C - INCOME TAXES**

We recognized losses for both financial and taxreporting purposes during each of the periods in the accompanying statements ofoperations. Accordingly, no provision for income taxes and/or deferred incometaxes payable has been provided for in the accompanying financial statements.

At June 30, 2002, we had a net operating losscarryforward of approximately $112,500 for income tax purposes. The carryforwardwill be available to offset future taxable income through the period ended June30, 2022. The deferred income tax asset arising from this net operating losscarryforward is not recorded in the accompanying balance sheet because weestablished a valuation allowance to fully reserve such asset, as itsrealization did not meet the required asset recognition standard established bySFAS 109. 

**NOTE D - NET LOSS PER SHARE**

We compute net loss per share in accordance with SFASNo. 128 "Earnings per Share" ("SFAS No. 128") and SEC Staff Accounting BulletinNo. 98 ("SAB 98"). Under the provisions of SFAS No. 128 and SAB 98, basic netloss per share is computed by dividing the net loss available to commonstockholders for the period by the weighted average number of common sharesoutstanding during the period. Diluted net loss per share is computed bydividing the net loss for the period by the number of common and commonequivalent shares outstanding during the period. There were no common equivalentshares outstanding during the period January 5, 1999 (date of incorporation) toJune 30, 2002; accordingly basic and diluted net loss per share are identicalfor each of the periods in the accompanying statements of operations.

**NOTE E -COMMON STOCK OFFERINGS**

In October 2001, we closed our offering under ourinitial registration statement, which became effective in October 2000. We sold1,034,000 shares of our common stock under this offering; 1,000,000 of whichwere purchased by our president and majority stockholder. 

Effective December 11, 2001, we began offering anadditional 10,000,000 shares of our common stock to the public for $.05 pershare.  The offering, which was on a best efforts, no minimum basis, was closedin July 2002.

**NOTE F - COMMITMENTS**

In December 2001, we entered a one-year lease for ouradministrative facility. In March 2002, the lease was extended to three yearswhen we expanded the amount of space leased. The lease provides for monthlypayments of $3,960 through March 2005, with 3% annual increases in rent. Ourpresident and majority stockholder has unconditionally guaranteed payment of thelease obligation.  Rent expense approximated $11,900, $17,600, $0 and $0 for thethree and six months ended June 30, 2002 and 2001, respectively.

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

**NOTE G – STOCK OPTIONS**

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

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

To date, we have granted 386,100 stock options at anexercise price of $0.05 per share****under the plan. 

Item 2. 

**MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS**

The following discussion and analysis should be read inconjunction with the balance sheet as of December 31, 2001 and the financialstatements as of and for the three and six months ended June 30, 2002 and 2001included with this Form 10-QSB. We engage in the brokerage, origination and saleof mortgage loans secured by residential or commercial real estate.

Readers are referred to the cautionary statement at page11, which addresses forward-looking statements.

#### Results of operations for thethree months ended 6/30/02 vs. 6/30/01

During the three months ended June 30, 2002, wegenerated approximately $440,700 in mortgage origination fees and had totalexpenses of approximately $434,000.  During the three months ended June 30,2001, we generated $826 in interest income and had total expenses of $7,360.The increased revenues and expenses resulted because we commenced our plannedprincipal operations during the first quarter of 2002.

#### Results of operations for thesix months ended 6/30/02 vs. 6/30/01

During the six months ended June 30, 2002, we generatedapproximately $535,000 in mortgage origination fees and had total expenses ofapproximately $590,000.  During the six months ended June 30, 2001, we generatedapproximately $1,500 in interest income and had total expenses of approximately$12,400.  The increased revenues and expenses resulted because we commenced ourplanned principal operations during the first quarter of 2002.

#### Liquidity

At the end of the quarter, on June 30, 2002, we hadapproximately $208,000 in cash.  The expenses we have incurred to date wereprimarily from our efforts to establish our business operations, recruitpersonnel and for office fixtures and equipment. Based upon our current level ofrevenues, expected growth and estimated expenses, we anticipate that we willhave adequate cash to maintain our current operations for the nextyear.

**CAUTIONARY STATEMENT**

This Form 10-QSB, press releases and certain informationprovided periodically in writing or orally by our officers or our agents containstatements which constitute forward-looking statements within the meaning ofSection 27A of the Securities Act, as amended and Section 21E of the SecuritiesExchange Act of 1934. The words expect, anticipate, believe, goal, plan, intend,estimate and similar expressions and variations thereof if used are intended tospecifically identify forward-looking statements. Those statements appear in anumber of places in this Form 10-QSB and in other places, particularly,Management's Discussion and Analysis or Results of Operations, and includestatements regarding the intent, belief or current expectations us, ourdirectors or our officers with respect to, among other things: (i) our liquidityand capital resources; (ii) our financing opportunities and plans and (iii) ourfuture performance and operating results. Investors and prospective investorsare cautioned that any such forward-looking statements are not guarantees offuture performance and involve risks and uncertainties, and that actual resultsmay differ materially from those projected in the forward-looking statements asa result of various factors. The factors that might cause such differencesinclude, among others, the following: (i) any material inability of us tosuccessfully internally develop our products; (ii) any adverse effect orlimitations caused by Governmental regulations; (iii) any adverse effect on ourpositive cash flow and abilities to obtain acceptable financing in connectionwith our growth plans; (iv) any increased competition in business; (v) anyinability of us to successfully conduct our business in new markets; and (vi)other risks including those identified in our filings with the Securities andExchange Commission. We undertake no obligation to publicly update or revise theforward looking statements made in this Form 10-QSB to reflect events orcircumstances after the date of this Form 10-QSB or to reflect the occurrence ofunanticipated events. 

**PART II. - OTHER INFORMATION**

Item 1. Legal Proceedings 

**NONE**

Item 2. Changes in Securities 

**NONE**

Item 3. Defaults Upon Senior Securities 

**NONE**

Item 4. Submission of Matters to a Vote of SecuritiesHolders 

**NONE**

Item 5. Other Information 

###### **NONE**

Item 6. Exhibits and Reports on Form 8-K 

**NONE**

**SIGNATURES**

Pursuant to the requirements of the Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. 

| **SIGNATURE**     | **TITLE**                          | **DATE**        |
|-------------------|------------------------------------|-----------------|
| /s/ Joel Arberman | Director, Chief Accounting Officer | August 14, 2002 |