**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 March31, 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 beensubject to 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 March 31, 2002. 

36,291,000 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 March 31, 2002 and December31, 2001                                                                     | 3        |
| Statements of Operations for the three months endedMarch 31, 2002 and 2001                                                   | 4        |
| Statement of Stockholders' Equity for the threemonths ended March 31, 2002                                                   | 5        |
| Statements of Cash Flows for the three months endedMarch 31, 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       |
| Signatures                                                                                                                   | 11       |

MAXIM MORTGAGE CORPORATION

BALANCE SHEETS 

| ASSETS                                                                                                                                   | March 31, 2002 (unaudited) |  | December 31, 2001 |
|------------------------------------------------------------------------------------------------------------------------------------------|----------------------------|--|-------------------|
| CURRENT ASSETS :                                                                                                                    |                            |  |                   |
|    Cash and cash equivalents                                                                                              | $     40,201               |  | $    70,129  |
| Prepaid expenses and other current assets                                                                                                | -                          |  | 3,500             |
| Total current assets                                                                                                                     | 40,201                     |  | 73,629            |
|                                                                                                                                          |                            |  |                   |
| Furniture, fixtures and equipment (net of accumulateddepreciation of $1,871 and $632)                                                    | 11,475                     |  | 9,231             |
|                                                                                                                                          |                            |  |                   |
| TOTAL                                                                                                                                    | $    51,676           |  | $    82,860  |
|                                                                                                                                          |                            |  |                   |
|                                                                                                                                          |                            |  |                   |
| LIABILITIES AND STOCKHOLDERS’EQUITY                                                                                                |                            |  |                   |
|                                                                                                                                          |                            |  |                   |
| CURRENT LIABILITIES - accrued and otherliabilities                                                                                       | $    18,670                |  | $     1,500       |
|                                                                                                                                          |                            |  |                   |
| STOCKHOLDER'S 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 shares authorized; 36,291,000 and 36,034,000 shares issued andoutstanding | 3,629                      |  | 3,603             |
| Additional paid-in capital                                                                                                               | 197,671                    |  | 184,847           |
|    Deficit                                                                                                                | (168,294)                  |  | (107,090)         |
|           TotalStockholder's Equity                                                    | 33,006                     |  | 81,360            |
|                                                                                                                                          |                            |  |                   |
| TOTAL                                                                                                                                    | $    51,676           |  | $   82,860   |

**SEE NOTES TO FINANCIAL STATEMENTS.**

MAXIM MORTGAGE CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

|                                                     | For the three months ended March 31, 2002 |  | For the three months ended March 31, 2001 |
|-----------------------------------------------------|-------------------------------------------|--|-------------------------------------------|
| REVENUES:                                           |                                           |  |                                           |
| Broker fee income                                   | $      94,642                             |  | $                -                        |
|    Interest income                   | -                                         |  | 681                                       |
| Total revenues                                      | 94,642                                    |  | 681                                       |
|                                                     |                                           |  |                                           |
| EXPENSES:                                           |                                           |  |                                           |
| Employee compensation                               | 106,071                                   |  | 3,750                                     |
| Professional fees                                   | 13,908                                    |  | 347                                       |
| Occupancy                                           | 10,585                                    |  | 999                                       |
| Consulting fees – related party               | -                                         |  | -                                         |
| Marketing                                           | 9,915                                     |  | -                                         |
| Office supplies                                     | 8,774                                     |  | -                                         |
|    Organization costs                | 2,973                                     |  | -                                         |
|    Other                             | 3,620                                     |  | -                                         |
|       Total expenses  | 155,846                                   |  | 5,096                                     |
|                                                     |                                           |  |                                           |
| NET LOSS                                            | $    (61,204)                             |  | $    (4,415)                              |
|                                                     |                                           |  |                                           |
| Net Loss Per  Share-                                |                                           |  |                                           |
| Basic and Diluted                                   | $        (.00)                            |  | $         (.00)                           |
|                                                     |                                           |  |                                           |
| Weighted Average Number of 

    Shares Outstanding | 36,193,400                                |  | 35,030,000                                |

**SEE NOTES TO FINANCIAL STATEMENTS.**

MAXIM MORTGAGE CORPORATION

STATEMENT OF STOCKHOLDERS'EQUITY

For the three months ended March 31,2001

(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 |  | 257,000    |              | 26        |  | 12,824             |  |                 |  | 12,850       |
|                                                 |  |            |              |           |  |                    |  |                 |  |              |
| Net Loss                                        |  |            |              |           |  |                    |  | (61,204)        |  | (61,204)     |
|                                                 |  |            |              |           |  |                    |  |                 |  |              |
| Balances, March 31, 2002                        |  | 36,291,000 |              | $   3,629 |  | $  197,671         |  | $     (168,294) |  | $     33,006 |
|                                                 |  |            |              |           |  |                    |  |                 |  |              |
|                                                 |  |            |              |           |  |                    |  |                 |  |              |

**SEE NOTES TO FINANCIAL STATEMENTS.**

MAXIM MORTGAGE CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

|                                                                                       |  | For the three months ended March 31, 2002 |  | For the three months ended March 31, 2001 |  |
|---------------------------------------------------------------------------------------|--|-------------------------------------------|--|-------------------------------------------|--|
| Cash Flows From Operating Activities:                                                 |  |                                           |  |                                           |  |
|    Net loss                                                            |  | $      (61,204)                           |  | $      (4,415)                            |  |
| Adjustments to reconcile net loss to net   

      cash used by operating activities: |  |                                           |  |                                           |  |
| Depreciation                                                                          |  | 1,239                                     |  | -                                         |  |
| Non-cash compensation                                                                 |  | -                                         |  | 3,750                                     |  |
| Decrease in prepaid assets                                                            |  | 3,500                                     |  | -                                         |  |
| Increase in accrued liabilities                                                       |  | 17,170                                    |  | -                                         |  |
| Net Cash Used By Operating Activities                                                 |  | (39,295)                                  |  | (665)                                     |  |
|                                                                                       |  |                                           |  |                                           |  |
| Cash Flows From Investing Activities-                                                 |  |                                           |  |                                           |  |
| Purchases of property and equipment                                                   |  | (3,483)                                   |  | -                                         |  |
|                                                                                       |  |                                           |  |                                           |  |
| Cash Flows From Financing Activities-                                                 |  |                                           |  |                                           |  |
|    Issuance of common stock                                            |  | 12,850                                    |  | -                                         |  |
|                                                                                       |  |                                           |  |                                           |  |
| Net Increase (decrease) In Cash and Cash     

    Equivalents                        |  | (29,928)                                  |  | (665)                                     |  |
|                                                                                       |  |                                           |  |                                           |  |
| Cash and Cash Equivalents at Beginning  

    of Period                               |  | 70,129                                    |  | 92,378                                    |  |
|                                                                                       |  |                                           |  |                                           |  |
| Cash and Cash Equivalents at End of  

    Period                                     |  | $         40,201                          |  | $         91,713                          |  |
|                                                                                       |  |                                           |  |                                           |  |
| Supplemental disclosure of cash flow

   information:                                 |  |                                           |  |                                           |  |
|                                                                                       |  |                                           |  |                                           |  |
| Cash Paid For:                                                                        |  |                                           |  |                                           |  |
|    Interest                                                            |  | $                    0                    |  | $                  0                      |  |
|    Income Taxes                                                        |  | $                    0                    |  | $                  0                      |  |

**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. Effective January1, 2002, we are no longer considered to be a development stage enterprise.  Weengage in the brokerage, origination and sale of mortgage loans secured byresidential or commercial 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 generally accepted accounting principles. Inour opinion, all adjustments (consisting of normal and recurring adjustments)considered necessary for a fair presentation have been included. Operatingresults for the three months ended March 31, 2002 are not necessarily indicativeof the results that may be expected for the year ended December 31, 2002. Theaccompanying financial statements and the notes should be read in conjunctionwith our audited financial statements as of and for the year ended 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 wee are required to make. Actual results could differfrom those estimates. 

Revenue Recognition

We recognize broker fee income when the fees are earned.

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 5 to 7 years.

Stock-Based Compensation

The Company accounts for equity instruments issued toemployees for services based on the fair value of the equity instruments issuedand accounts for equity instruments issued to other than employees based on thefair value of the consideration received or the fair value of the equityinstruments, whichever is more reliably measurable.

The Company accounts for stock based compensation inaccordance with SFAS 123, "Accounting for Stock-Based Compensation." Theprovisions of SFAS 123 allow companies to either expense the estimated fairvalue of stock options or to continue to follow the intrinsic value method setforth in APB Opinion 25, "Accounting for Stock Issued to Employees" (APB 25) butdisclose the pro forma effects on net income  (loss) had the fair value of theoptions been expensed. The Company has elected to continue to apply APB 25 inaccounting for its stock option incentive plans.

**NOTE B - GOINGCONCERN**

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

**NOTE C – OTHER RELATED PARTY TRANSACTIONS**

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 G, subsequent to September 30, 2001, we began to compensateour president under an employment agreement. Because the amounts incurred priorto September 30, 2001 will not be paid, now or in the future, the amounts havebeen reflected as increases in additional paid-in capital. 

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 D - 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 March 31, 2002, we had a net operating losscarryforward of approximately $131,500 for income tax purposes. The carryforwardwill be available to offset future taxable income through the period ended March31, 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 E - 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) toMarch 31, 2002; accordingly basic and diluted net loss per share are identicalfor each of the periods in the accompanying statements of operations.

**NOTE F -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 are offering anadditional 10,000,000 shares of our common stock to the public for $.05 pershare. Unless we decide to cease selling efforts, the offering will close on (1)the earlier the date the 10,000,000 shares are sold or (2) December 11, 2002.The offering is on a best-efforts, no minimum basis. As such, there will be noescrow of any of the proceeds of the offering and we will have the immediate useof such funds to finance our operations. As of March 31, 2002, we have sold257,000 shares of our common stock under this offering.

**NOTE G - 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 under the lease. The lease providesfor monthly payments of $3,960 through March 2005, with 3% annual increases inrent. Our president and majority stockholder has unconditionally guaranteedpayment of the lease obligation.

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 H – STOCK OPTION**

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 40,000 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 months ended March 31, 2002 and 2001 includedwith this Form 10-QSB. We engage in the brokerage, origination and sale ofmortgage loans secured by residential or commercial real estate. 

During the quarter ended March 31, 2002, we generatedapproximately $94,600 in mortgage origination fees and had total expenses ofapproximately $155,800. During the quarter ended March 31, 2001, we generated$681 in interest income and had total expenses of $5,096, of which $3,750 wasnon-cash compensation. The increased revenues and expenses resulted because wecommenced our planned principal operations during the first quarter of2002.

The expenses we have incurred to date were primarilyfrom our efforts to establish our business operations, recruit personnel and foroffice fixtures and equipment. Based upon our current level of revenues,expected growth and estimated expenses, we anticipate that we will have adequatecash to maintain our current operations for the next year.

Readers are referred to the cautionary statement, whichaddresses forward-looking statements. 

**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 | May 22, 2002 |  |