**SECURITIES
          AND EXCHANGE COMMISSION**
 **WASHINGTON,
          D.C. 20549**
 ____________________________
  **FORM
          10-KSB**
 ____________________________
  x
                ANNUAL
                    REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                    ACT OF
                    1934
  **For
          Fiscal Year Ended**
 **August
          31, 2007**
  Commission
          File
  **MAXLIFE
          FUND CORP.**
 (Exact
          name of registrant as specified in its charter)
  **Wyoming**
 (State
          or
          other jurisdiction of incorporation or organization)
  
 (IRS
          Employer Identification Number)
 **160
                      Tycos Drive, Unit #12 Toronto, Ontario Canada**
                  **M6B
                      1W8**(Address
                      of principal executive offices )
                  (Zip
                      Code)
  **866-752-5557**
 (Registrant’s
            telephone no., including area code)
  Securities
                      registered pursuant to Section 12(b) of the Act:
                  None
  Title
                      of each class
                  Name
                      of each exchange on which registered
  Securities
          registered pursuant to Section 12(g) of the Act:
  Common
          Stock, $0.001 par value
 (Title
          of
          class)
 
 (Former
          name, former address and former fiscal year,
 if
          changed since last report)
  Indicate
          by check mark whether the registrant is a shell company as defined in Rule
          12b-2
          of the Exchange Act.
  Yes
x
No o
  Indicate
          by check mark whether the registrant (1) has filed all reports required
          to be
          filed 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 days.
  Yesx
No o
  Check
          if
          there is no disclosure of delinquent filers in response to Item 405 of
          Regulation S-B not contained in this form, and no disclosure will be contained,
          to the best of the registrant’s knowledge, in definitive proxy or information
          statements incorporated by reference in Part III of this Form 10-KSB or
          any
          amendment to this Form 10-KSB. ( )
  Revenues
          for year ended August 31, 2007: $38,811
  Aggregate
          market value of the voting common stock held by non-affiliates of the registrant
          as of November 15, 2007, was: $183,297,787, based on the closing trade
          reported
          on the NASD Over-the-Counter Bulletin Board National Quotation
          System.
  Number
          of
          shares of the registrant’s common stock outstanding as of November 15, 2007 is:
          30,297,168.
  The
          Transfer Agent for the Company is First American Stock Transfer.
   
   **PART
          I**
  **ITEM
          1. DESCRIPTION OF BUSINESS**
  **Business
          Development**
 
 MaxLife
          Fund Corp. (the “Company”, “MaxLife”, “we”, “us” or “our”) were incorporated in
          the State of Wyoming on January 9, 2006. On August 31, 2006, pursuant to
          the
          terms of a stock purchase agreement by and among us, 1254450 Ontario Ltd.
          (“1254450”), and the shareholders of 1254450 (“Shareholders”), we acquired all
          of the then issued and outstanding preferred and common shares of 1254450
          for a
          total of $5,000 worth of our common stock to be issued at such time as
          our
          shares are approved for listing on a public market exchange. Pursuant to
          the
          agreement 1254450 became our wholly owned subsidiary.
 
 **Business
          of Issuer**
 
 General
 
 We
          plan
          to purchase or fund life policies of individuals. Our goal is to have a
          large
          number of policies under our administration. We expect to either sell or
          trade
          such policies at a profit or maintain the policies until maturity. We may
          also
          lend against individual or groups of policies and thereby earn an interest
          spread on the loaned funds.
 
 Depending
          on the nature of the policyholder, we will provide one of two types of
          settlements. A “viatical settlement” is the sale of a life insurance policy by a
          terminally ill person to another party. By selling the policy, the insured
          (a
          viator) receives an immediate cash payment to use as he or she wishes.
          In this
          case, we take an ownership interest in the policy at a discount to its
          face
          value and receive the death benefit under the policy when the viator dies.
          A
“life settlement” differs from a viatical settlement in that the insured is not
          terminally ill and focuses on healthy seniors. The life policy holder is
          typically 65 years of age or older, and has a life expectancy of ten years
          or
          less. Life settlements are an attractive transaction to persons who purchased
          life insurance for income protection or estate planning, but no longer
          need the
          insurance due to growth in their investment portfolios or other changes
          in life
          circumstances. Life settlements also appeal to persons who want to make
          immediate gifts to their beneficiaries. In these instances, the insured
          may feel
          the insurance is no longer needed. Since the market for viatical settlements
          has
          grown to include life expectancies that are often associated with life
          settlements and the age and medical condition of many life settlers gives
          them a
          life expectancy that is the same as many viators, the distinction between
          these
          two market segments has diminished and the markets have largely merged.
          We
          expect to target both terminally ill policyholders as well as non-terminally
          ill
          policyholders over the age of 65.
 
 We
          are a
          developmental-stage company. We will require additional funds to implement
          our
          business plan. There is no assurance that we will be able to obtain additional
          funding through the sales of additional equity securities or that such
          funding,
          if available, will be obtained on terms favorable to or affordable by
          us.
 
 Industry
          Analysis
 
 We
          believe that life settlements are receiving significant attention from
          insurers
          whose policies are being transferred, from brokers and providers seeking
          financial gain from these transactions, and from lenders, mostly institutional,
          seeking to enhance their return by investing in viaticals and life
          settlements.
 
 An
          insured whose life expectancy has deteriorated since policy issue is more
          attractive to a life settlement lender who is looking to minimize the wait
          to
          receive the policy death benefit. As a result of reviewing the insured’s medical
          records, the life settlement lender will have much more current information
          regarding the insured’s life expectancy that the insurer, which likely last
          reviewed the medical information when the policy was issued. However, at
          the
          present time, non-forfeiture regulations do not permit insurers to differentiate
          cash surrender values based on current life expectancy, creating the opportunity
          for life settlement providers to offer more for a policy, on a selective
          basis,
          than the insurer is able to pay.
   1
 
 The
          financial performance of a life settlement is driven by the relationship
          of the
          actual future lifetime of the insured after policy purchase and the expected
          future lifetime upon which the life settlement offer was calculated. The
          purchaser balances the present value of the death benefit, at an interest
          rate
          that provides it with an acceptable return for the risk being assumed,
          against
          the up-front payment for the policy, the amount of commissions, fees, and
          expenses required by the transaction, and the sum needed to fund continuing
          premium payments. Given that there is a reasonable distribution of the
          actual
          future lifespan of the insureds around what was expected at policy purchase,
          the
          life settlement Lender will realize a return from the transactions that
          is at
          least close to what was targeted. On some of the policies that were purchased,
          returns greater than what was assumed will be achieved, which balance out
          lower-than-expected returns on others.
 
 However,
          when individuals seek to evaluate a life settlement offer against the ultimate
          value to be found from keeping the policy, they do not know the length
          of their
          future lifetime. For some of them, keeping the policy will provide a greater
          financial reward. For others, accepting the life settlement will produce
          a
          better outcome. This suggests that the position adopted by some industry
          observers that it is always better to retain the policy is not
          correct.
 
 Compensation
 
 As
          with
          many life insurance product trends, the financial interest of producers
          is a
          powerful factor. Sales trends develop as agents and brokers learn new ways
          to
          serve their clients, and generate income for themselves in the process.
          Life
          settlement transactions supply life agents and brokers with a new tool
          to serve
          clients, and provide additional sources of income for themselves. These
          include
          fees generated from the settlement itself, which can be substantial and
          new
          commission streams that result from additional policies funded with the
          proceeds
          of the life settlement transaction.
 
 There
          are
          no externally imposed compensation standards that control what a life settlement
          broker, who arranges the sale of a policy, and the life agent or financial
          advisor, who brings the particular client to the transaction, might receive.
          However, a competitive market generally brings its own discipline, and
          typical
          compensation levels are evolving.
 
 Value
          of the Death Benefit
 
 The
          strongest industry reaction has been to focus the attention of policy owners
          who
          might be considering a life settlement on the value of the policy death
          benefit.
          Their argument suggests that the life policy is likely one of the insured’s most
          valuable assets. If a current need for capital or a concern for the cash
          flow
          necessary to maintain premium payments is motivating the settlement, they
          would
          suggest selling other assets before the life policy, or working out an
          arrangement with the beneficiary or another interested party to assist
          with
          premium payments.
 
 In
          any
          analysis of a life settlement, factors particular to the current situation
          of
          the individual insured provide the foundation for the discussion. One key
          issue
          is balancing current wants/needs and future considerations. It can be as
          simple
          as deciding if the insured wants to take advantage of the policy values
          or is
          willing to let them accrue to a third party following his/her death. Risk
          tolerance is an issue, as is the factor used to equate a current settlement
          offer versus future policy values.
 
 A
          simple
          model demonstrates that the value received by holding the policy will vary
          relative to the settlement offer made on the policy. Keeping the policy
          may be
          better, or it may provide less than the settlement offer. Unfortunately,
          at the
          time the offer is made, the insured does not know which alternative will
          apply.
 
 Other
          Insurable Interest Issues
 
 Other
          programs, often with insurable interest issues or arbitrage opportunities
          similar to life settlements, are included in a discussion of life settlements.
          These include LILAC (life insurance life annuity contracts) programs,
          non-recourse premium financing, and blocks of new policies purchased with
          a
          settlement transfer in mind. Each is likely to erode profitability for
          the
          insurers involved.
   2
 
 By
          notifying their distributors they are not interested in issuing such policies,
          and by establishing appropriate underwriting techniques to avoid issuing
          such
          policies, insurers should be able to minimize the negative impact.
 
 Coverage
          Types
 
 Individually
          sold life policies are the primary source of life settlement transactions.
          The
          initial purpose of the insurance was often to provide financial protection.
          In
          others, the initial beneficiary, often the spouse, has predeceased the
          insured.
          Absent a secondary purpose for the insurance, a life settlement may seem
          like a
          logical alternative.
 
 Business
          insurance policies (buy-sell, keyman, etc.) can provide additional life
          settlement opportunities. Policies purchased to fund buy-sell programs
          may no
          longer be needed after one or more of the original owners have left the
          firm.
          Policies used to provide keyman coverage may become superfluous after the
          insured has retired or otherwise dropped out of active participation in
          the
          business.
 
 Small
          and
          midsize executive benefit plans funded with life insurance contracts may
          be
          another group of likely targets for life settlements providers. This becomes
          more likely in situations where corporate operations are being restructured,
          such as following a sale or a bankruptcy, or where an infusion of cash
          is needed
          to address a pressing business issue. Self-administered plans, using individual
          rather than aggregate funding that do not maintain an ongoing relationship
          with
          the life agent or broker that sold the plan are more likely to be
          targets.
 
 The
          potential reduction in the estate tax might make insurance purchased with
          that
          purpose in mind a likely target were it not for the fact that much of the
          life
          insurance purchased to fund estate taxes is owned by trusts. Working with
          a
          trustee is likely to introduce sufficient extra complication to the transaction
          to deter some life settlement providers. Others try to distinguish themselves
          by
          touting their ability to work with trustees.
 
 Other
          business insurance programs where regulations, such as tax laws, have changed
          since the policies were purchased may also be likely candidates for life
          settlements. For example, many insureds are unsure of how to handle policies
          purchased under the old split-dollar rules, now that some of those rules
          have
          changed.
 
 Target
          Market
 
 Emerging
          demographic trends serve as a facilitator for growth in life settlement
          activity. The oldest members of the Baby Boomer generation are now approaching
          60 years old. This is not yet old enough to fit within the target market
          profile
          of life settlement providers, currently focused on ages over 70. However,
          anticipation of the potential of the Baby Boomer generation as a source
          of
          policies available for settlement has motivated life settlement providers
          to
          refine their business model in order to be in position to take advantage
          of this
          emerging demographic phenomenon. Not only will the Boomers provide a substantial
          increase in the senior population, but also they may be more receptive
          to life
          settlements when their ages become more attractive to life settlement providers
          to the extent that the current promotion of life settlements makes this
          option
          more familiar to them.
 
 Minimally
          funded UL (universal life) contracts are the primary target of life settlement
          providers. The low funding level generates only small cash surrender values,
          making it easier for the settlement offer to look attractive to the insured.
          In
          addition, the flexible funding aspect of a UL contract allows the provider
          to
          adjust its premium-payment pattern to take future interest rates into
          consideration, optimizing the provider’s return. Aggressively priced UL
          contracts provide additional potential gain, in that lower mortality and/or
          higher lapse assumptions used in policy pricing, maximizing the arbitrage.
          One
          drawback of minimally funded UL contracts is that they have little cash
          value
          available for paying ongoing mortality charges, which increase sharply
          as the
          insured ages.
 
 Whole
          life contracts are not as attractive, although they are subject to some
          life
          settlements. They generally have a much higher cash surrender value, increasing
          the amount the Lender must pay and/or reducing the excess value that a
          life
          settlement broker is able to provide. They also have much less flexibility
          in
          the amount and timing of future premium payments.
   3
 
 VUL
          (variable universal life), to the extent that the policy has a fixed income
          option that produces returns comparable to what can be achieved with UL,
          can be
          attractive to life settlement providers. However, expense charges are normally
          higher than on UL, and, as a registered product, there is concern for the
          additional regulatory oversight. The VUL contract has the same flexibility
          in
          future premium payments that help to make UL the current product of choice.
          More
          settlements involving VUL are likely as fewer of the easier-to-settle UL
          policies remain available.
 
 There
          is
          some life settlement activity on level-premium term products as well, although
          there are some additional hurdles that need to be addressed. Generally
          speaking,
          in order to avoid insureds who might live beyond the guaranteed period,
          life
          settlement providers will not be interested unless the remaining period
          on the
          term contract is at least twice as long as the estimated life expectancy
          of the
          insured. Convertible term policies, where policy provisions permit the
          term
          contract to be exchanged for a permanent policy, can be sold. However,
          the life
          settlement provider will need to examine the policy form to which the term
          policy can be converted, the future premium stream on that policy, and
          the
          control the insurer has in approving the conversion.
 
 Finally,
          convertible group products, where the insured is allowed to convert the
          group
          insurance to an individual policy, may be available for life settlement,
          assuming the insured has control of the election to convert the coverage
          and the
          transfer to a third party. The life settlement provider will need to be
          comfortable with the same list of things as with convertible term.
 
 Market
          Size
 
 Market
          size is a difficult figure to quantify, but one of great importance to
          lenders
          considering participation in this market. There is no official source of
          the
          information and no independent third party to which life settlement providers
          report the volume of policies purchased.
 
 Life
          settlement providers compete with one another and, therefore, there is
          a
          tendency to be optimistic when reporting results. In addition, there is
          an
          additional segment of the market that operates below the radar screen,
          dealing
          in private transactions that are rarely noticed. Complete and accurate
          historical data were not available when earlier estimates of market size
          were
          made and that data is still not easy to obtain. At the November 2005 VLSAA
          (Viatical and Life Settlement Association of America) meeting, there was
          significant discussion of the concern for sizing the market, but no concrete
          proposal for a solution was forthcoming.
 
 Lenders
 
 Observers
          of the current situation in the life settlement market characterize it
          as lender
          capital chasing available policies - i.e., that there is more money currently
          available to fund policy purchases than there are available policies to
          be
          purchased. As such, and keeping the magnitude of the capital being invested
          in
          mind, it suggests just how far things have come since the late 1990s.
          Institutional Lenders, using a broad definition of that term that includes
          hedge
          funds, have replaced individuals and are a major factor of this evolution.
          Investment bankers are involved, including Deutsche Bank and UBS making
          investments from their own funds and facilitating the process for groups
          of
          other Lenders. Several major U.S. life insurers are also significant Lenders
          in
          life settlements, providing them with an opportunity to offset potential
          underwriting losses if their own policies are purchased with investment
          gains
          from the business they purchase.
 
 Insured
          mortality, the driver of life settlement profitability, is perceived to
          be
          uncorrelated to other major drivers of investment return, such as economic
          conditions, interest rates, or equity market performance. Historically,
          the high
          and uncorrelated returns that have been available have attracted a surfeit
          of
          capital. Closed-end German investment funds are reported to be the largest
          group
          of Lenders in U.S. life settlements. German interest has been driven, in
          large
          part, by the favorable tax treatment participants receive on life insurance
          investments. The tax regulations changed in midyear 2005 and even though
          the
          German funds have tried to use leverage to offset the higher taxes, the
          volume
          of new investment has dropped off.
   4
 
 In
          October 2005, the Financial Accounting Standards Board clarified the accounting
          treatment of life settlement transactions. Historically, life settlement
          Lenders
          had been required to value policies purchased using their cash surrender
          value.
          Because the policies are purchased for amounts in excess of surrender value,
          often several times the surrender value, this caused the purchaser to report
          a
          loss at the time of purchase. New accounting guidance permits the use of
          either
          an investment method or the fair value of the purchased policy. This is
          likely
          to open the market to additional institutions (trusts and pension funds,
          for
          example) that have been kept on the sidelines by internal investment
          restrictions.
 
 Institutional
          Lenders and the more rigid management routines they bring are perceived
          to be
          good for the life settlement market. Because the identity of insureds is
          often
          not revealed to the Lender, participants can have less concern for their
          own
          privacy and that some individual may profit from their death.
 
 Securitization
          is a potentially important aspect of institutional Lender participation.
“Death
          bonds,” as they have been referred to pejoratively, are asset-backed securities,
          with the death benefit from purchased life insurance policies as the revenue
          stream. Several securitizations of the life settlements have been attempted,
          with limited success to date. Getting credit reporting agencies to understand
          these bonds, buy into the underlying underwriting and pricing of the risks,
          and
          assign ratings to them is one hurtle. Completing the funding for the transaction
          on a timely basis is an additional concern. Dignity Partners completed
          a
          securitization of viatical policies in 1995, a life settlement institutional
          sources of capital, which helps by bringing additional legitimacy to this
          maturing marketplace.
 
 Life
          settlements are on the radar screen of many institutional Lenders. Those
          include
          major investment banks (including Deutsche Bank and UBS), with a mix if
          investments for their own account and the coordination of third - party
          investments. Hedge funds of various sizes and nationalities, and a number
          of
          major life insurers. (AIG is the largest insurer investing in the U.S.
          market),
          are other sources of life settlement capital. Faced with an uncertain economy
          and low interest rates, at least at the long - term end of the spectrum,
          investing in life settlements presents an attractive alternative.
 
 The
          timing of the actual versus expected mortality is the major driver of returns
          on
          life settlement investments. This differs from the profitability to the
          insurer
          of the product itself, where the investment return on the assets underlying
          the
          product is a major determinant. The life settlement Lender receives the
          policy
          proceeds at the death of the insured, and recovers the amount advanced
          to fund
          the life settlement. The return on the amount invested will vary depending
          on
          the timing of the actual death relative to what had been assumed in determining
          the amount to pay for the policy. Because fluctuations in actual versus
          expected
          mortality are not related to other measures of economic activity, life
          settlements provide uncorrelated returns to Lenders.
 
 Historically,
          15% annual returns, or higher, were commonplace on life settlement investments.
          Increasing competition has caused returns to drop somewhat. Our research
          suggests that 12% is common as of November 2005, but that some transactions
          priced to yield less than that. By adjusting the amount of the settlement
          payment for a given estimated life expectancy, the life settlement Lender
          can
          select the expected return on its investment, constrained, of course, by
          current
          marketplace conditions.
 
 Life
          settlements, priced to yield 10% or 12% returns, are quite attractive when
          compared with the 5.25% yields currently available on A-rated 10-year corporate
          bonds. The likelihood that the actual return on a life settlement would
          drop to
          this level is small. For the return on a transaction with a seven-year
          life
          expectancy, priced to yield 12%, to drop to 5.25%, the insured would have
          to
          live for almost 13 years, which has a probability of approximately
          15%.
  Employees
 
 We
          currently have no employees other than Bennett Kurtz, our sole officer
          and
          director.
   5
 
 **Industry
          Regulation and Taxation**
  *General*
 
 When
          the
          life settlement market was first established, it was sparsely regulated.
          Due in
          part to abuses within the industry, which were well-publicized, the federal
          government and various states moved to regulate the market in the mid-1990’s.
          These regulations generally took two forms. One sought to apply consumer
          protection-type regulations to the market. This application was designed
          to
          protect policyholders and purchasers. Another sought to apply securities
          regulations to the market, which was designed to protect purchasers. Various
          states have also used their insurance regulations to attack instances of
          insurance fraud within the industry.
  *Consumer
          Protection Licensing*.
 
 The
          consumer protection-type regulations arose largely from the draft of a
          model law
          and regulations promulgated by the National Association of Insurance
          Commissioners (NAIC). At least 35 states have now adopted some version
          of this
          model law or another form of regulation governing life settlement companies
          in
          some way. These laws generally require the licensing of providers and brokers,
          require the filing and approval of settlement agreements and disclosure
          statements, describe the content of disclosures that must be made to insureds
          and sellers, describe various periodic reporting requirements for settlement
          companies and prohibit certain business practices deemed to be
          abusive.
  *Securities
          Regulations*.
 
 Some
          states and the Securities and Exchange Commission have attempted to treat
          life
          settlements as securities under federal or state securities laws and have
          successfully done so in circumstances in which the transactions were structured
          as securities. No state or federal regulatory body or private litigant
          has
          successfully asserted that our life settlement transactions are securities
          under
          state or federal law. Due to the manner in which we structure our settlements
          and utilizing in some instances the exceptions and exemptions under securities
          laws such laws have not limited our business model to a significant
          extent.
  We
          believe that a combination of consumer protection-type laws and existing
          insurance regulations provide an appropriate framework for regulation of
          the
          industry. The widespread application of securities laws would, as a practical
          matter, prevent us and other life settlement companies from marketing
          settlements with little or no benefit to purchasers. Each of our purchasers
          has
          represented themselves to be sophisticated individuals or institutions
          which
          have little need for the protections afforded by the securities laws. At
          this
          point, the possible application of such laws has not had an adverse material
          effect on our business but we cannot give assurance that our business would
          not
          be materially and adversely impacted by a securities-based action.
  *Insurance
          Regulation*.
 
 As
          a life
          settlement company, we facilitate the transfer of ownership in life insurance
          policies but do not participate in the issuance of policies. We do not
          engage in
          the business of insurance and are not required to be licensed as an insurance
          company or insurance broker. We do however, deal with insurance companies
          and
          professionals in our business and are indirectly affected by the regulations
          covering them. The insurance industry is highly regulated, and these regulations
          affect us in numerous ways. We must understand the regulations as they
          apply to
          policy terms and provisions and the entitlement to, and collectability
          of,
          policy benefits. We rely upon the protections against fraudulent conduct
          that
          these regulations offer and we rely upon the licensing of companies and
          individuals with whom we do business.
  *Taxation*
 
 In
          1996,
          Congress passed the Health Insurance Portability and Accountability Act.
          This
          act exempts from taxation proceeds received in a viatical settlement paid
          to
          terminally ill viators (those having a life expectancy of 24 months or
          less) and
          chronically ill viators (those who are incapable of at least two daily-living
          activities, such as eating and bathing, and require supervision).
   6
   The
          tax
          exemption applies only if the viatical settlement company is licensed in
          the
          state in which the viator resides, or if the viator resides in a state
          that does
          not license viatical companies, if the viatical company can certify that
          it
          complies with the model act provisions. Because we are licensed in Wyoming,
          we
          believe that under the 1996 act, qualifying viators will not be subject
          to
          federal income tax from viatical settlements that we facilitate. Since
          most
          states follow the Federal income tax definitions, the receipt of settlement
          proceeds is generally exempt for state income tax purposes also.
  The
          act
          does not exempt the receipt of life settlement proceeds. Life settlement
          proceeds would typically be taxed as ordinary income to the extent that
          the
          proceeds exceed the premiums paid for the insurance policy. However although
          proceeds from a life settlement transaction can be substantial the amount
          of
          settlement often does not exceed the total amount of premiums paid over
          the
          years and thus many times the transaction does not result in a taxable
          event for
          the seller of the policy.
  **RISK
          FACTORS**
  In
          addition to other information in this annual report on Form 10-KSB and
          in the
          documents we are incorporating by reference, the following risk factors
          should
          be carefully considered in evaluating us and our business.  Such
          factors significantly affect or could significantly affect our business,
          operating results or financial condition.  This annual report on Form
          10-KSB contains forward-looking statements that have been made pursuant
          to the
          provisions of the Private Securities Litigation Reform Act of
          1995.  Actual results could differ materially from those projected in
          the forward-looking statements as a result of the risk factors set forth
          below
          and elsewhere in this annual report on Form 10-KSB.
  **We
          Are Operating in Evolving Markets that May Be Volatile**
  Although
          the market has grown exponentially in the past few years, how and to what
          extent
          it will continue to develop is uncertain.  Because there are so few
          publicly reporting companies in this industry, measuring the market is
          difficult. As more insureds become aware of life settlements as a financial
          planning option, we expect the size of the market to grow substantially.
          As we
          demonstrate our ability to originate, underwrite and place life settlements
          with
          our individual clients, any dramatic growth will depend heavily upon the
          entry
          of institutional purchasers and the increase in presentations of policies
          with
          face values in excess of $5 million. Whether we can maintain markets for
          such
          policies will depend on our ability to attract more institutional and accredited
          investors and convince these purchasers that we can originate sufficient
          numbers
          of qualified policies for purchase and that our policy analysis and pricing
          practices are sound. Until we attract a sufficient number of institutional
          clients to provide for consistent and predictable demand in addition to
          the
          demand from our individual clients, our financial performance during any
          period
          may be materially affected by the entry or departure of one or more of
          our
          institutional clients from the market.
 
 Our
          prospects must be considered in light of the risks, expenses and difficulties
          encountered by those attempting to operate in evolving markets. We cannot
          assure
          you that we will be successful in addressing the risks we face. The failure
          to
          do so could have a material adverse effect on our business, financial condition,
          and results of future operations.
  **Our
          Operating Results in One or More Future Periods Are Likely to Fluctuate
          and May
          Fail to Meet Expectations.**
  Our
          net
          operating results have fluctuated in the past and may fluctuate significantly
          in
          the future depending on purchaser demand for life settlements, brokerage
          and
          referral fees, unexpected increases in general and administrative expenses
          and
          competition for qualified policies. Because of these or other factors,
          our
          operating results may, in some future period, fall below market expectations.
          In
          such event, the market price of our securities might fall. Moreover,
          fluctuations in our operating results may also result in volatility in
          the
          market price of our securities.
   7
  **Our
          Success Depends on Maintaining Relationships Within Our Referral
          Networks**
  We
          rely
          primarily upon brokers to refer potential sellers of policies to us and
          upon
          financial planners, known as licensees, to refer client purchasers to us.
          These
          relationships are essential to our operations and we must maintain these
          relationships to be successful. We do not have fixed contractual arrangements
          with the brokers or financial planners, and they are free to do business
          with
          our competitors. In addition, the pool of brokers and referring financial
          planners is relatively small, which can increase our reliance on our existing
          relationships and impair attempts to reduce brokerage fees. We are also
          developing our own network of insurance and financial planning professionals,
          known as producers, to refer potential sellers to us, and we expect referrals
          from this source to grow. As with brokers, our ability to build and maintain
          these relationships will depend upon our closing rates and the level of
          compensation we pay to the referring professional. The compensation paid
          to the
          referring professional will affect the offer price to the seller and the
          compensation we receive. We must balance these interests successfully to
          build
          our referring network and attain greater profitability.
  **We
          Depend on Growth in the Life Settlement Market**
  Growth
          of
          the life settlement market and our expansion within the market may be affected
          by a variety of factors, including:
  o
                the
                    inability to locate sufficient numbers of life
                    settlors;
  o
                the
                    inability to convince potential sellers of the benefits of life
                    settlements;
  o
                the
                    inability to attract sufficient qualified
                    purchasers;
  o
                competition
                    from other life settlement
                    companies;
 
 o
                the
                    occurrence of illegal or abusive business practices resulting
                    in negative
                    publicity about the market; and
  o
                the
                    adoption of overly burdensome governmental
                    regulation.
  In
          addition, the life settlement market may evolve in ways we have not anticipated
          and we may be unable to respond in a timely or cost-effective manner. If
          the
          life settlement market fails to grow as quickly as or in the directions
          we have
          anticipated, our business, financial condition and results of operations
          would
          be materially adversely affected as it relates to our large-scale
          growth.
  **Our
          Purchasers Depend on Our Ability to Predict Life Expectancies and Set
          Appropriate Price; If Our Investment Returns Are Not Competitive We May
          Lose
          Purchasers; We Must Purchase In Large Numbers**
  A
          purchaser’s investment return from a life settlement depends on three factors:
          the policy face amount, the settlement purchase price and the demise of
          the
          insured. We price settlements based on the policy face amount and the
          anticipated life expectancy of an insured. For viatical settlements, life
          expectancies are estimated based on a medical analysis of the insured.
          For life
          settlements, life expectancies are estimated from medical and actuarial
          data
          based on the historical experiences of similarly situated persons. The
          data is
          necessarily based on averages involving mortality and morbidity statistics.
          The
          outcome of a single settlement may vary significantly from the statistical
          average. It is impossible to predict any one insured’s life expectancy exactly.
          To mitigate the risk that an insured will outlive his or her predicted
          life
          expectancy, we price life settlements to yield competitive returns even
          if this
          life expectancy prediction is exceeded. In addition, life settlement purchasers
          must be able to bear a non-liquid investment for an indeterminate period
          of
          time.
  If
          we
          underestimate the average life expectancies and price our transactions
          too high,
          our purchasers will not realize the returns they seek, demand may fall,
          and
          purchasers may invest their funds elsewhere. In addition, amounts escrowed
          for
          premiums may be insufficient to keep the policy in force and it is the
          responsibility of the purchasers to pay these additional premiums. If we
          overestimate the average life expectancies, the settlement prices we offer
          will
          fall below market levels, supply will decrease, and sellers may engage
          in
          business with our competitors or pursue other alternatives. Our ability
          to
          accurately predict life expectancies and price accordingly is affected
          by a
          number of factors, including:
   8
   o
                the
                    accuracy of our life expectancy estimations, which must sufficiently
                    account for factors including an insured’s age, medical condition, life
                    habits (such as smoking), and geographic
                    location;
  o
                Our
                    ability to anticipate and adjust for trends, such as advances
                    in medical
                    treatments, that affect life expectancy data;
                    and
  o
                Our
                    ability to balance competing interests when pricing settlements,
                    such as
                    the amounts paid to life settlors, the acquisition costs paid
                    by
                    purchasers, and the compensation paid to ourselves and our referral
                    networks.
  To
          foster
          the integrity of our pricing systems, we use both in-house and outside
          experts,
          including medical doctors and published actuarial data. We cannot assure
          you
          that, despite our experience in settlement pricing, we will not err by
          underestimating or overestimating average life expectancies or miscalculating
          reserve amounts for future premiums. If we do so, we could lose purchasers
          or policy sellers, and those losses could have a material adverse effect
          on our
          business, financial condition, and results of operations.
 
 **Government
          Regulation Could Negatively Impact Our Business**
  Further,
          changes in laws or governmental regulation could affect our brokers or
          clients,
          which could have a material adverse effect on our business.
  **Our
          Chairman and Chief Executive Officer Beneficially Owns 15.18% of Our Common
          Stock and, as a Result, Can Exercise Significant Influence over Our
          Company**
  Mr.
          Bennett Kurtz, our Chairman and Chief Executive Officer, is defined under
          SEC
          regulations as the beneficial owner of approximately 15.18% of our common
          stock,
          largely as the result of exercising voting power by proxy over shares held
          by
          547667 Ontario Limited. He will be able to control most matters requiring
          approval by our shareholders, including the election of directors and approval
          of significant corporate transactions. His voting control affects indirectly
          the
          process for nominating directors, since theoretically he could nominate
          and
          elect directors without board involvement. This concentration of ownership
          may
          also have the effect of delaying or preventing a change in control of MaxLife,
          which in turn could have a material adverse effect on the market price
          of our
          common stock or prevent our shareholders from realizing a premium over
          the
          market price for their shares of common stock.
  **Our
          Stock Is Thinly Traded and the Stock Price May Be Volatile**
  Although
          our common stock was traded on the OTC Bulletin Board market during the
          period
          covered by this filing, our common stock has qualified for and traded on
          the
          OTCBB since June 29, 2007.  Our stock is not widely traded and our
          share prices may be volatile due to actual or anticipated variations in
          our
          quarterly operating results, positive or negative developments concerning
          our
          business, our industry or the general economy.
 
 **ITEM
          2. DESCRIPTION OF PROPERTY**
  We
          currently operate our business from our corporate headquarters located
          at 160
          Tycos Drive, Unit #12, Toronto, Ontario, Canada M6B 1W8. We are currently
          being
          provided with space at this location by Adir Accessories Ltd. which is
          owned by
          the brother of Bennett Kurtz. We rent such space on a month to month basis
          and
          we do not pay rent for this property.
 
 **ITEM
          3. LEGAL PROCEEDINGS**
  There
          is
          no litigation pending or threatened by or against us.
  **ITEM
          4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
  None.
   9
 
 **PART
          II**
  **ITEM
          5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS**
  **Holders
          of Our Common Stock**
 
 As
          of
          November 15, 2007, we had approximately 30,297,168 shares issued and outstanding
          and 22 holders of our common stock.
 
 The
          following table sets forth the high and low closing bid prices per share
          of our
          common stock during the most recent fiscal year (Our common stock has qualified
          for and traded on the OTCBB since June 29, 2007) , as reported by The Nasdaq
          Stock Market.
  **High**
                
                
                **Low****Year
                    Ended 8/31/07**Fourth
                    Quarter (Commencing  June 27, 2007)
                
                $
                3.18
                
                
                $
                1.00
 
 
 **Dividends**
 
 Since
          inception we have not paid any dividends on our common stock. We currently
          do
          not anticipate paying any cash dividends in the foreseeable future on our
          common
          stock, when issued pursuant to this offering. Although we intend to retain
          our
          earnings, if any, to finance the exploration and growth of our business,
          our
          Board of Directors will have the discretion to declare and pay dividends
          in the
          future.
 
 Payment
          of dividends in the future will depend upon our earnings, capital requirements,
          and other factors, which our Board of Directors may deem relevant.
  **ITEM
          6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATIONS**
  **Plan
          of Operations**
  **Results
          of Operations for the year ended August 31, 2007:**
 
 During
          the fiscal year, we successfully did a private placement via a share purchase
          agreement to secure financing of $2,500,000. We received $500,000 from
          this line
          of credit and issued 170,068 shares. We deployed some of these funds and
          purchased Life Settlement Policies with a face amount of $4,000,000 and
          cost of
          $400,000. Additional working capital is available to ensure that the premiums
          on
          these policies will be paid when required.
 
 During
          the next twelve months, we expect to take the following steps in connection
          with
          the further development of our business and the implementation of our plan
          of
          operations:
 
 **First
          Quarter 2008**:
  We
          will
          continue to make relationships with Insurance Brokers and their clients
          to seek
          out opportunistic policies and life settlements situations available. We
          will
          attempt to raise additional financing for working capital and to marketing
          efforts. We will also seek investment partners in order to raise the necessary
          funds to acquire existing policies. Such partners include banks, hedge
          funds,
          investment funds and sophisticated investors.
   II-1
  **Second
          Quarter 2008**:
  We
          will
          prepare advertisements and information material to disseminate to our network
          of
          brokers with the intention of ramping up purchases of policies. With funds
          obtained from banks and investment funds we will be in a position to purchase
          and administer 20 - 30 policies.
  **Third
          Quarter 2008**
  The
          addition of a stronger infrastructure will be required and we intend to
          hire
          management personnel and support staff. This will enable us to segregate
          work
          responsibilities and meet the ongoing growth of the business. We will be
          in a
          position to handle different territories both in Canada and the United
          States.
  **Fourth
          Quarter 2008**
  Additional
          financings will be available to us through our relationships and performance.
          This will enable us to continue with our growth plans. The internal organization
          will be reviewed to see that it can handle the influx of new business.
          The
          administration of the policies will be pertinent and we will have to determine
          if we have sufficient staff to handle this responsibility. We will review
          in
          depth the success of purchasing of policies and initiating new policies.
          Upon
          review it will be determined if dividends can be paid to shareholders or
          if
          funds should be used to further purchase policies.
  The
          management team will be strengthened, if need be, to ensure that shareholder
          value is maximized and the business plan is being implemented
          properly.
 
 **Capital
          Resources and Liquidity**
 
 At
          August
          31, 2007, we had working capital of approximately $73,021. It is the intent
          of
          management and significant stockholders, if necessary, to provide sufficient
          working capital necessary to support and preserve the integrity of the
          corporate
          entity. However, there is no legal obligation for either management or
          significant stockholders to provide additional future funding. Should this
          pledge fail to provide financing, we have not identified any alternative
          sources.
 
 We
          are
          still in the process of developing and implementing its business plan and
          raising additional capital. As such, we are considered to be a development
          stage
          company. Management believes that actions presently being taken to obtain
          additional funding and implement its business plan provide the opportunity
          for
          us to continue as a going concern.
 
 **Critical
          Accounting Policies**
  Max
          Life’s financial statements and related public financial information are based
          on the application of accounting principles generally accepted in the United
          States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
          subjective interpretations of accounting principles that have an impact
          on the
          assets, liabilities, revenue and expense amounts reported. These estimates
          can
          also affect supplemental information contained in our external disclosures
          including information regarding contingencies, risk and financial condition.
          We
          believe our use if estimates and underlying accounting assumptions adhere
          to
          GAAP and are consistently and conservatively applied. We base our estimates
          on
          historical experience and on various other assumptions that we believe
          to be
          reasonable under the circumstances. Actual results may differ materially
          from
          these estimates under different assumptions or conditions. We continue
          to
          monitor significant estimates made during the preparation of our financial
          statements.
  Our
          significant accounting policies are summarized in Note 3 of our financial
          statements. While all these significant accounting policies impact its
          financial
          condition and results of operations, Max Life views certain of these policies
          as
          critical. Policies determined to be critical are those policies that have
          the
          most significant impact on Max Life’s consolidated financial statements and
          require management to use a greater degree of judgment and estimates. Actual
          results may differ from those estimates. Our management believes that given
          current facts and circumstances, it is unlikely that applying any other
          reasonable judgments or estimate methodologies would cause effect on our
          consolidated results of operations, financial position or liquidity for
          the
          periods presented in this report.
   II-2
  
 **ITEM
          7. FINANCIAL STATEMENTS**
  Our
          financial statements, together with the report of auditors, are as
          follows:
  
  
 **MAXLIFE
          FUND CORP, INC. AND SUBSIDIARY**
 **(A
          Development Stage Company)**
  **CONSOLIDATED
          FINANCIAL STATEMENTS**
  **31
          AUGUST 2007**
      II-3
     **MAXLIFE
            FUND CORP, INC. AND SUBSIDIARY**
  **(A
            Development Stage Company)**
  **31
              AUGUST 2007**
  **CONTENTS**
  Page**REPORT
                          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
                      1**CONSOLIDATED
                          FINANCIAL STATEMENTS**Consolidated
                          Balance Sheets
                      2Consolidated
                          Statements of Earnings and Comprehensive Loss
                      3Consolidated
                          Statements of Stockholders' Equity
                      4Consolidated
                          Statements of Cash Flows
                      5Notes
                          to the Consolidated Financial Statements
                      6
                          -
                          15
   
   **REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
  To
          the
          Board of Directors and Stockholders of
 **MaxLife
          Fund Corp, Inc.**
 
  We
          have
          audited the accompanying consolidated balance sheet of **MaxLife Fund
          Corp, Inc.** and Subsidiary (A Development Stage Company) as of 31 August
          2007 and 2006 and the related consolidated statements of earnings (loss),
          comprehensive loss, stockholders' equity and cash flows for the years ended
          31
          August 2007 and 2006 and for period from the date of inception (9 January
          2006)
          to 31 August 2007.  These consolidated financial statements are the
          responsibility of the Company's management.  Our responsibility is to
          express an opinion on these consolidated financial statements based on
          our
          audit.
  We
          conducted our audit in accordance with the standards of the Public Company
          Accounting Oversight Board (United States).  Those standards require
          that we plan and perform the audit to obtain reasonable assurance about
          whether
          the consolidated 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 includes consideration of internal control over
          financial reporting as a basis for designing audit procedures that are
          appropriate in the circumstance, but not for 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 consolidated 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 audit provide a reasonable basis
          for our opinion.
  In
          our
          opinion, the consolidated financial statements referred to above present
          fairly,
          in all material respects, the financial position of **MaxLife Fund Corp,
          Inc.** and Subsidiary (A Development Stage Company) as of 31 August
          2007
          and 2006, and the results of its operations for the years ended 31 August
          2007
          and for the period from the date of inception (9 January 2006) to 31 August
          2007
          and 2006 in conformity with accounting principles generally accepted in
          the
          United States of America.
  
  ***"DNTW"***
  **Markham,
                      Canada**
                  **Chartered
                      Accountants, LLP****19
                      November 2007**
                  **Licensed
                      Public Accountant**
 
  F-1
   **MAXLIFE
            FUND CORP, INC. AND SUBSIDIARY**
 **(A
            Development Stage Company)**
  **CONSOLIDATED
          BALANCE SHEETS**
  **AS
          AT 31 AUGUST**
  **(Expressed
          in United States Dollars)**
 
 **Note**
                
                
                **2007**
                
                
                **2006****ASSETS****Current
                    Assets**Cash
                
                
                
                
                $
                506,204
                
                
                $
                102,025Available-for-sale
                    securities, at fair value (cost - $89,816)
                
                
                
                
                
                19,017
                
                
                
                -**Total
                    Current Assets**
                
                
                
                
                
                525,221
                
                
                
                102,025**Long
                    Term Assets**Investment
                    in life insurance policies and note receivable
                
                
                4
                
                
                
                430,078
                
                
                
                23,028Goodwill
                
                
                
                
                
                
                35,269
                
                
                
                35,269Deferred
                    taxes
                
                
                
                
                
                
                25,573
                
                
                
                -**Total
                    Long Term Assets**
                
                
                
                
                
                
                490,920
                
                
                
                58,297**Total
                    Assets**
                
                
                
                
                
                $
                1,016,141
                
                
                $
                160,322**LIABILITIES
                    AND STOCKHOLDERS' EQUITY****Current
                    Liabilities**Accounts
                    payable and accrued liabilities
                
                
                
                
                
                $
                418,500
                
                
                $
                8,964Advances
                    from shareholder
                
                
                5
                
                
                
                34,700
                
                
                
                41,594**Total
                    Liabilities**
                
                
                
                
                
                
                453,200
                
                
                
                50,558**Stockholders'
                    Equity**Capital
                    stock
                
                
                6
                
                
                
                30,297
                
                
                
                30,127Additional
                    paid in capital
                
                
                
                
                
                
                606,803
                
                
                
                131,973Accumulated
                    other comprehensive loss
                
                
                
                
                
                
                (51,053
                )
                
                
                (5,842
                )Accumulated
                    deficit
                
                
                
                
                
                
                (23,106
                )
                
                
                (46,494
                )**Total
                    Stockholders' Equity**
                
                
                
                
                
                
                562,941
                
                
                
                109,764**Total
                    Liabilities and Stockholders' Equity**
                
                
                
                
                
                $
                1,016,141
                
                
                $
                160,322
  The
            accompanying notes are an integral part of these financial
            statements.
 F-2
  **MAXLIFE
          FUND CORP, INC. AND SUBSIDIARY**
 **(A
          Development Stage Company)**
  **STATEMENTS
          OF EARNINGS AND COMPREHENSIVE LOSS**
  **(Expressed
          in United States Dollars)**
 
 **For
                    the Year Ended 31 August2007**
                
                
                **For
                    the Period from Inception (9 January 2006) to 31 August
                    2006**
                
                
                **For
                    the Period from Inception (9 January 2006) to 31 August
                    2007****REVENUE**Realized
                    gain on sale of available-for-sale securities
                
                $
                37,192
                
                
                $
                -
                
                
                $
                37,192Interest
                    income
                
                
                1,619
                
                
                
                -
                
                
                
                1,61938,811
                
                
                
                -
                
                
                
                38,811**EXPENSES**Professional
                    fees
                
                
                17,540
                
                
                
                10,208
                
                
                
                27,748Office
                    and general
                
                
                1,434
                
                
                
                36,000
                
                
                
                37,434Interest
                    and bank charges
                
                
                919
                
                
                
                286
                
                
                
                1,205Gain
                    on foreign exchange
                
                
                (4,470
                )
                
                
                -
                
                
                
                (4,470
                )**TOTAL
                    OPERATING EXPENSES**
                
                
                15,423
                
                
                
                46,494
                
                
                
                61,917**NET
                    EARNINGS (LOSS)**
                
                
                23,388
                
                
                
                (46,494
                )
                
                
                (23,106
                )**FOREIGN
                    CURRENCY TRANSLATION ADJUSTMENT**
                
                
                16
                
                
                
                (2,316
                )
                
                
                (2,300
                )**UNREALIZED
                    LOSS ON AVAILABLE-FOR-SALE SECURITIES, NET OF DEFERRED
                    TAXES**
                
                
                (45,227
                )
                
                
                -
                
                
                
                45,227**COMPREHENSIVE
                    LOSS**
                
                $
                (21,823
                )
                
                
                (48,810
                )
                
                
                19,821**LOSS
                    PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
                    DILUTED**
                
                $
                0.00
                
                
                $
                0.00**WEIGHTED
                    AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND
                    DILUTED**
                
                
                30,127,932
                
                
                
                30,000,000
  The
            accompanying notes are an integral part of these financial
            statements.
  F-3
   **MAXLIFE
            FUND CORP, INC. AND SUBSIDIARY**
 **(A
            Development Stage Company)**
 **CONSOLIDATED
          STATEMENTS OF STOCKHOLDERS' EQUITY**
  **FOR
          THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST
          2007**
  **(Expressed
          in United States Dollars)**
 
 **Common
                    Stock**
                
                
                
                
                
                **Accumulated
                    Other**
                
                
                
                
                
                **Total****Shares**
                
                
                **Amount**
                
                
                **Additional
                    Paid In Capital**
                
                
                **Comprehensive
                    Loss**
                
                
                **Accumulated
                    Deficit**
                
                
                **Stockholders'
                    Equity**Issuance
                    of common stock at inception
                
                
                30,000,000
                
                
                $
                30,000
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                30,000Issuance
                    of common stock for cash
                
                
                116,100
                
                
                
                116
                
                
                
                115,984
                
                
                
                -
                
                
                
                -
                
                
                
                116,100Issuance
                    of common stock for services
                
                
                11,000
                
                
                
                11
                
                
                
                10,989
                
                
                
                -
                
                
                
                -
                
                
                
                11,000Acquisition
                    of 1254450 Ontario Ltd.
                
                
                -
                
                
                
                -
                
                
                
                5,000
                
                
                
                -
                
                
                
                -
                
                
                
                5,000Foreign
                    currency translation
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (5,842
                )
                
                
                -
                
                
                
                (5,842
                )Net
                    loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (46,494
                )
                
                
                (46,494
                )**Balance,
                    31 August 2006**
                
                
                30,127,100
                
                
                
                30,127
                
                
                
                131,973
                
                
                
                (5,842
                )
                
                
                (46,494
                )
                
                
                109,764Issuance
                    of common stock for cash
                
                
                170,068
                
                
                
                170
                
                
                
                499,830
                
                
                
                -
                
                
                
                -
                
                
                
                500,000Financing
                    fees
                
                
                -
                
                
                
                -
                
                
                
                (25,000
                )
                
                
                -
                
                
                
                -
                
                
                
                (25,000
                )Unrealized
                    loss on available-for-sale investments, net of taxes
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (45,227
                )
                
                
                -
                
                
                
                (45,227
                )Foreign
                    currency translation
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                16
                
                
                
                -
                
                
                
                16Net
                    earnings
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                23,388
                
                
                
                23,388**Balance,
                    31 August 2007**
                
                
                30,297,168
                
                
                $
                30,297
                
                
                $
                606,803
                
                
                $
                (51,053
                )
                
                $
                (23,106
                )
                
                $
                562,941
  
 The
          accompanying notes are an integral part of these financial
          statements.
 
 F-4
  **MAXLIFE
          FUND CORP, INC. AND SUBSIDIARY**
 **(A
          Development Stage Company)**
  **CONSOLIDATED
          STATEMENTS OF CASH FLOWS**
  **(Expressed
          in United States Dollars)**
 
 **For
                    the Year Ended 31 August**
                  **2007**
                
                
                **For
                    the Period from Inception (9 January 2006) to 31 August
                    2006**
                
                
                **For
                    the Period from Inception (9 January 2006) to 31 August
                    2007****CASH
                    FLOWS FROM OPERATING ACTIVITIES**Net
                    earnings (loss)
                
                $
                23,388
                
                
                $
                (46,494
                )
                
                $
                (23,106
                )**Adjustments
                    to reconcile net earnings (loss) to net cash provided by (used
                    in)
                    operating activities:**Equity
                    issued to acquire 1255450 Ontario Limited
                
                
                -
                
                
                
                5,000
                
                
                
                5,000Issuance
                    of common stock for services
                
                
                -
                
                
                
                11,000
                
                
                
                11,000Issuance
                    of common stock at inception
                
                
                -
                
                
                
                30,000
                
                
                
                30,000**Changes
                    in operating assets and liabilities:**Available-for-sale
                    securities
                
                
                (19,017
                )
                
                
                -
                
                
                
                (19,017
                )Investment
                    in life insurance policies and note receivable
                
                
                (407,051
                )
                
                
                -
                
                
                
                (407,051
                )Accounts
                    payable and accrued liabilities
                
                
                409,537
                
                
                
                4,000
                
                
                
                413,537Deferred
                    taxes
                
                
                (25,573
                )
                
                
                -
                
                
                
                (25,573
                )**CASH
                    PROVIDED BY OPERATING ACTIVITIES**
                
                
                (18,716
                )
                
                
                3,506
                
                
                
                (15,210
                )**CASH
                    FLOWS FROM INVESTING ACTIVITIES**Acquisition
                    of 1255450 Ontario Limited
                
                
                -
                
                
                
                (21,739
                )
                
                
                (21,739
                )**CASH
                    FLOWS USED IN INVESTING ACTIVITIES**
                
                
                -
                
                
                
                (21,739
                )
                
                
                (21,739
                )**CASH
                    FLOWS FROM FINANCING ACTIVITIES**Advances
                    (to) from shareholder
                
                
                (6,894
                )
                
                
                10,000
                
                
                
                3,106Issuance
                    of common stock for cash
                
                
                475,000
                
                
                
                116,100
                
                
                
                591,100**CASH
                    FLOWS PROVIDED BY FINANCING ACTIVITIES**
                
                
                468,106
                
                
                
                126,100
                
                
                
                594,206**EFFECT
                    OF FOREIGN CURRENCY TRANSLATION**
                
                
                (45,211
                )
                
                
                (5,842
                )
                
                
                (51,053
                )**NET
                    INCREASE IN CASH**
                
                
                404,179
                
                
                
                102,025
                
                
                
                506,204**CASH,
                    BEGINNING OF YEAR**
                
                
                102,025
                
                
                
                -
                
                
                
                -**CASH,
                    END OF YEAR**
                
                $
                506,204
                
                
                $
                102,025
                
                
                $
                506,204
 
 The
            accompanying notes are an integral part of these financial
            statements.
    F-5
 **MAXLIFE
            FUND CORP, INC. AND SUBSIDIARY**
 **(A
            Development Stage Company)**
  **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **FOR
            THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST
            2007**
  **(Expressed
            in United States Dollars)**
 
  **1.**
                  **NATURE
                      OF OPERATIONS**
  MaxLife
            Fund Corp, Inc. (the "Company") was incorporated on 9 January 2006 under
            the
            laws of the State of Wyoming.
  The
            Company is engaged in financial services, where they seek, acquire, fund
            and
            manage the life insurance policies of individuals.  The Company either
            holds these policies until maturity or markets the policies for sale
            at an
            earlier date.
  **2.**
                  **ORGANIZATION**
  On
            31
            August 2006, the Company acquired 100% of the issued and outstanding
            common
            shares of 1254450 Ontario Ltd. ("1254450") an Ontario, Canada corporation
            for a
            purchase price of $25,000 Canadian ($21,739 US) in cash and common shares
            equal
            to $5,000 US.  The parties agreed to defer the issuance of the common
            shares until the Company becomes listed on a public market exchange,
            at which
            time the shareholders of 1254450 will be issued that number of common
            shares
            that have a cash value of $5,000 US.  In addition, the shareholders of
            1254450 transferred the amounts due to them by 1254450 to the
            Company.
  The
            purchase price was allocated as follows:
  **Consideration
            Exchanged:**
  Cash
                  
                  $
                  21,739Convertible
                      debenture
                  
                  
                  5,000$
                  26,739
  **Assets
            acquired:**
  Liabilities
                      assumed
                  
                  $
                  (31,558
                  )Estimated
                      fair value of tangible assets acquired
                  
                  
                  23,028Goodwill
                  
                  
                  35,269$
                  26,739
 F-6
 **MAXLIFE
              FUND CORP, INC. AND SUBSIDIARY**
 **(A
              Development Stage Company)**
  **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **FOR
              THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST
              2007**
  **(Expressed
              in United States Dollars)**
 **3.**
                    **SUMMARY
                        OF SIGNIFICANT ACCOUNTING
                        POLICIES**
  The
              accounting policies of the Company are in accordance with accounting
              principles
              generally accepted in the United States of America.  Presented below
              are those policies considered particularly significant:
  **Principals
              of Consolidation**
  The
              Company includes, in consolidation, its wholly owned subsidiary, 1254450
              Ontario
              Ltd. All significant intercompany transactions and balances have been
              eliminated
              upon consolidation.
  **Development
              Stage Company**
  The
              Company is considered to be in the development stage as defined in
              Statement of
              Financial Accounting Standards ("SFAS") No. 7, *Accounting and Reporting by
              Development Stage Enterprises.*The Company has devoted substantially all of
              its efforts to business planning and development and has not recognized
              significant revenues.
  **Investment
              Securities**
  Available-for-sale
              securities are reported at fair value and consist of securities not
              classified
              as trading securities or as held-to-maturity securities. Unrealized
              holding
              gains and losses on available-for-sale securities, net of deferred
              income taxes,
              are reported as a net amount in accumulated other comprehensive income
              within
              stockholders' equity.  Gains and losses on the sale of
              available-for-sale securities are determined using the weighted average
              cost
              method.
  Declines
              in the fair value of individual held-to-maturity and available-for-sale
              securities below their cost that are other than temporary would result
              in
              write-downs of the individual securities to their fair value. Such
              write-downs
              would be included in earnings.
  **Investment
              in Life Insurance Policies**
  Investment
              in life insurance policies are recorded in accordance the Financial
              Accounting
              Standards Board Staff Position No. FTB 85-4-1 *Accounting for Life Settlement
              Contracts by Third-Party Investors* (FSP FTB 85-4-1).  FSP FTB
              85-4-1 states that an investor may elect to account for its investments
              in life
              settlement contracts using either the investment method or the fair
              value
              method. The election shall be made on an instrument-by instrument basis
              and is
              irrevocable.  Under the investment method, an investor shall recognize
              the initial investment at the purchase price plus all initial direct
              costs.  Continuing costs (policy premiums and direct external costs,
              if any) to keep the policy in force shall be capitalized.  Under the
              fair value method, an investor shall recognize the initial investment
              at the
              purchase price. In subsequent periods, the investor shall remeasure
              the
              investment at fair value in its entirety at each reporting period and
              shall
              recognize change in fair value earnings (or other performance indicators
              for
              entities that do not report earnings) in the period in which the changes
              occur.
              The Company has elected to value its investments in life settlement
              contracts
              using the investment method.
   F-7
 **MAXLIFE
              FUND CORP, INC. AND SUBSIDIARY**
 **(A
              Development Stage Company)**
  **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **FOR
              THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST
              2007**
  **(Expressed
              in United States Dollars)**
 **3.**
                    **SUMMARY
                        OF SIGNIFICANT ACCOUNTING POLICIES
                        (Continued)**
  **Fair
              Value of Financial Instruments**
  The
              carrying value of the Company's notes receivables, advances and accounts
              payable
              approximates fair value because of the short-term maturity of these
              instruments.
  **Foreign
              Translation Adjustment**
  The
              accounts of the Company were translated into United States dollars
              in accordance
              with the provisions of FASB Statement No. 52, *Foreign Currency
              Translation* ("SFAS 52").  In accordance with the provisions of
              SFAS No. 52, transaction gains and losses on these assets and liabilities
              are
              included in the determination of income for the relevant
              periods.  Adjustments resulting from the translation of the financial
              statements from their functional currencies to United States dollars
              are
              accumulated as a separate component of accumulated other comprehensive
              income
              and have not been included in the determination of income for the relevant
              periods.
  **Income
              Taxes**
  The
              Company accounts for income taxes pursuant to SFAS No. 109, *Accounting for
              Income Taxes*.  Deferred tax assets and liabilities are recorded
              for differences between the financial statements and tax basis of the
              assets and
              liabilities that will result in taxable or deductible amounts in the
              future
              based on enacted tax laws and rates.  Valuation allowances are
              established when necessary to reduce deferred tax assets to the amount
              expected
              to be realized.  Income tax expense is recorded for the amount of
              income tax payable or refundable for the period increased or decreased
              by the
              change in deferred tax assets and liabilities during the period.
  **Use
              of Estimates**
  The
              preparation of financial statements in conformity with accounting principles
              generally accepted in the United States requires management to make
              estimates
              and assumptions that affect the reported amounts of assets and liabilities
              and
              the disclosure of contingent assets and liabilities at the date of
              the financial
              statements and the reported amounts of revenues and expenses during
              the
              reporting period.  Actual results could differ from those
              estimates.  These estimates are reviewed periodically, and, as
              adjustments become necessary, they are reported in earnings in the
              period in
              which they become known.
   F-8
 **MAXLIFE
            FUND CORP, INC. AND SUBSIDIARY**
 **(A
            Development Stage Company)**
  **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **FOR
            THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST
            2007**
  **(Expressed
            in United States Dollars)**
  **3.**
                    **SUMMARY
                        OF SIGNIFICANT ACCOUNTING POLICIES
                        (Continued)**
  **Earnings
              or Loss Per Share**
  The
              Company accounts for earnings per share pursuant to SFAS No. 128, *Earnings
              per Share*, which requires disclosure on the financial statements of "basic"
              and "diluted" earnings (loss) per share. Basic earnings (loss) per
              share is
              computed by dividing net income (loss) by the weighted average number
              of common
              shares outstanding for the year.  Diluted earnings (loss) per share is
              computed by dividing net income (loss) by the weighted average number
              of common
              shares outstanding plus common stock equivalents (if dilutive) related
              to stock
              options and warrants for each year.
  There
              were no dilutive financial instruments for the year ended 31 August
              2007 or for
              the period from inception (9 January 2006) to 31 August 2006 and
              2007.
  **Goodwill
              and Intangible Assets**
  Goodwill
              is the residual amount that results when the purchase price of an acquired
              business exceeds the sum of the amounts allocated to the tangible and
              intangible
              assets acquired, less liabilities assumed, based on fair values.
  The
              Company accounts for purchased goodwill and other intangible assets
              in
              accordance with SFAS No. 142, *Goodwill and Other Intangible
              Assets*.  Under SFAS No. 142, goodwill and any other intangibles
              deemed to have indefinite lives are not subject to amortization; however,
              goodwill is subject to an assessment for impairment, which must be
              performed at
              least annually, or more frequently if events or circumstances indicate
              that
              goodwill or other indefinite lived intangibles might be impaired.
  The
              Company tested goodwill for impairment at 31 August 2007 and because
              the
              estimated fair value of each of the Company’s reporting units exceeded its
              carrying amount, management determined that no impairment existed.
  **Comprehensive
              Income**
  The
              Company adopted SFAS No. 130, *Reporting Comprehensive Income*. SFAS No.
              130 establishes standards for reporting and presentation of comprehensive
              income
              and its components in a full set of financial
              statements.  Comprehensive income is presented in the statements of
              changes in stockholders' equity, and consists of net loss and unrealised
              gains
              (losses) on available for sale marketable securities;  foreign
              currency translation adjustments and changes in market value of future
              contracts
              that qualify as a hedge; and negative equity adjustments recognized
              in
              accordance with SFAS 87.  SFAS No. 130 requires only additional
              disclosures in the financial statements and does not affect the Company's
              financial position or results of operations.
   F-9
 **MAXLIFE
              FUND CORP, INC. AND SUBSIDIARY**
 **(A
              Development Stage Company)**
  **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **FOR
              THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST
              2007**
  **(Expressed
              in United States Dollars)**
 **3.**
                    **SUMMARY
                        OF SIGNIFICANT ACCOUNTING POLICIES
                        (Continued)**
  **Recent
              Accounting Pronouncements**
  On
              27
              March 2006, the FASB Staff Position No. FTB 85-4-1 *Accounting for Life
              Settlement Contracts by Third-Party Investors* (FSP FTB 85-4-1) was issued.
              FSP FTB 85-4-1 states that an investor may elect to account for its
              investments
              in life settlement contracts using either the investment method or
              the fair
              value method. The election shall be made on an instrument-by instrument
              basis
              and is irrevocable. Under the investment method, an investor shall
              recognize the
              initial investment at the purchase price plus all initial direct costs.
              Continuing costs (policy premiums and direct external costs, if any)
              to keep the
              policy in force shall be capitalized. Under the fair value method,
              an investor
              shall recognize the initial investment at the purchase price. In subsequent
              periods, the investor shall remeasure the investment at fair value
              in its
              entirety at each reporting period and shall recognize change in fair
              value
              earnings (or other performance indicators for entities that do not
              report
              earnings) in the period in which the changes occur. FSP FTB 85-4-1
              is required
              to be applied to fiscal years beginning after June 15, 2006. The adoption
              of FSP
              FTB 85-1 is expected to have a material impact on future disclosures.
              We have
              elected to adopt FSP FTB 85-4-1 as of 1 September 2006 (the beginning
              of fiscal
              2007) and value our investments in life settlement contracts using
              the
              investment method.
  In
              June
              2006, the FASB issued FASB Interpretation No. (“FIN”) 48, *Accounting for
              Uncertainty in Income Taxes*, which is an interpretation of SFAS No. 109,
              Accounting for Income Taxes. FIN 48 clarifies the accounting for uncertainty
              in
              income taxes recognized in an enterprise’s financial statements in accordance
              with SFAS 109 and prescribes a recognition threshold and measurement
              attribute
              for the financial statement recognition and measurement of a tax position
              taken
              or expected to be taken in a tax return.  FIN 48 also provides
              guidance on derecognition, classification, interest and penalties,
              accounting in
              interim periods, disclosure, and transition.  FIN 48 is effective for
              fiscal years beginning after 15 December 2006.  Management believes
              the adoption of this pronouncement will not have a material impact
              on the
              Company's consolidated financial statements.
  In
              September 2006, the FASB issued SFAS No. 157, *Fair Value Measurements*.
              SFAS 157 defines fair value, establishes a framework for measuring
              fair value
              and expands disclosure of fair value measurements. SFAS 157 applies
              under other
              accounting pronouncements that require or permit fair value measurements
              and
              accordingly, does not require any new fair value measurements. SFAS
              157 is
              effective for financial statements issued for fiscal years beginning
              after 15
              November 2007.  Management believes the adoption of this pronouncement
              will not have a material impact on the Company's consolidated financial
              statements.
   F-10
 **MAXLIFE
              FUND CORP, INC. AND SUBSIDIARY**
 **(A
              Development Stage Company)**
  **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **FOR
              THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST
              2007**
  **(Expressed
              in United States Dollars)**
  **3.**
                    **SUMMARY
                        OF SIGNIFICANT ACCOUNTING POLICIES
                        (Continued)**
  **Recent
              Accounting Pronouncements (Continued)**
  In
              September 2006, the SEC issued SAB No. 108, *Considering the Effects of Prior
              Year Misstatements when Quantifying Misstatements in Current Year Financial
              Statements.* SAB 108 requires that public companies utilize a
              "dual-approach" to assessing the quantitative effects of financial
              misstatements. This dual approach includes both an income statement
              focused
              assessment and a balance sheet focused assessment. The guidance in
              SAB 108 must
              be applied to annual financial statements for fiscal years ending after
              15
              November 2006. Management believes the adoption of this pronouncement
              will not
              have a material impact on the Company's consolidated financial
              statements.
  In
              February 2007, the FASB issued SFAS No. 159, *The Fair Value Option for
              Financial Assets and Financial Liabilities.* SFAS 159 permits entities to
              choose to measure many financial instruments, and certain other items,
              at fair
              value. SFAS 159 applies to reporting periods beginning after 15 November
              2007.
              The adoption of SFAS 159 is not expected to have a material impact
              on the
              Company’s financial condition or results of operations.
   F-11
 **MAXLIFE
              FUND CORP, INC. AND SUBSIDIARY**
 **(A
              Development Stage Company)**
  **NOTES
              TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **FOR
              THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST
              2007**
  **(Expressed
              in United States Dollars)**
 **4.**
                    **INVESTMENT
                        IN INSURANCE POLICIES AND NOTE
                        RECEIVABLE**
  On
              30
              September 2003, 1254450 paid $55,000 Canadian for an assignment of
              a note
              receivable due from Canadian Life Line Limited, a Nova Scotia, Canada
              corporation (the "Borrower").  The original loan agreement between the
              Borrower and its lender was in the amount of $218,730 Canadian and
              was dated 3
              April 2000.  The Borrower provided a general security agreement over
              all of the assets of Canadian Life Line Limited which included the
              rights and
              interest rightfully due to the Borrower pursuant to certain life insurance
              policies of which the Borrower was the beneficiary.  At the date of
              assignment of the debt to 1254450, Canadian Life Line had paid $17,380
              of the
              note payable and the remaining amount due was $660,000, including accrued
              interest.  The only remaining tangible asset of the Borrower from 30
              September 2003 to 31 May 2006 was the rights to the proceeds of an
              insurance
              policy with a face amount of $50,000 Canadian.
  When
              1254450 purchased the assignment of this note from the original lender,
              1254450
              also settled the outstanding balance due to the lender.  As Canadian
              Life Line is controlled by the shareholder of 1254450 Ontario Limited,
              the
              purchase has been accounted for as a related party
              transaction.  Accordingly, the value of the note receivable has been
              recorded at the present value of the proceeds of the remaining policy,
              being the
              only asset remaining in Canadian Life Line.  Based on an independent
              actuarial valuation prepared on 17 December 2003, the present value
              was
              determined to be $25,300 Canadian using a 6% discount rate.  The
              remaining $29,700 Canadian was recorded as a shareholder
              transaction.
  On
              27
              June 2006, 1254450 released Canadian Life Line of the general security
              agreement
              described above.  The insured individual of the remaining policy for
              which Canadian Life Line owned, concurrently changed the policy to
              name 1254450
              Ontario Limited as the irrevocable beneficiary.  In addition, 1254450
              gave up any further rights to the note receivable and currently holds
              only the
              aforementioned insurance policy.  Included in this insurance policy as
              at 31 August 2007 is $6,031 (2006 - $4,010) in accrued interest
              income.
  During
              the year ended 31 August 2007 the Company purchased two life insurance
              policies
              for $400,000, in which $400,000 is included in accounts payable and
              accrued
              liabilities.  The face amount of these two policies are
              $4,000,000.
  **5.**
                    **ADVANCES
                        FROM SHAREHOLDER**
  The
              advances from the shareholder, transferred as described in note 2,
              are
              non-interest bearing, unsecured and have no specific terms of
              repayment.  The carrying value of the advances approximates the market
              value due to the short-term maturity of the financial
              instruments.
   F-12
  **MAXLIFE
                FUND CORP, INC. AND SUBSIDIARY**
 **(A
                Development Stage Company)**
  **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **FOR
                THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST
                2007**
  **(Expressed
                in United States Dollars)**
  **6.**
                    **CAPITAL
                        STOCK**
  
 Authorized200,000,000
                    common
                        stock, par value of $0.001100,000,000
                    preferred
                        stock, par value of $0.001
  Issued30,297,168
                    common stock (2006 - 30,127,100)
                    
                    $
                    30,297
                    
                    
                    $
                    30,127
  On
              9
              January 2006, the Company issued 30,000,000 common stock to the founders
              of the
              corporation at the par value of $0.001 each.
  On
              31
              August 2006, the Company completed a private placement of 117,100 common
              stock,
              with a par value of $0.001 at a price of $1.00 each.
  On
              31
              August 2006, the Company issued 11,000 common stock to various individuals
              for
              legal services rendered.  The shares issued were valued at their fair
              market value of $1.00 which is the amount that would have been received
              if the
              shares had been issued for cash.  Management believes that the fair
              market value of the services received approximates this value.
  On
              29
              August 2007, the Company issued 170,068 shares of common stock with
              a par value
              of $0.001 at a price of $2.94 each for an aggregate value of
              $500,000.
  **7.**
                    **SUPPLEMENTAL
                        CASH FLOW INFORMATION**
  During
              the year ended 31 August 2007 and for the period from inception (9
              January 2006)
              to 31 August 2006, there were no interest or taxes paid by the
              Company.
  On
              31
              August 2006, the Company issued 11,000 common stock to various individuals
              for
              legal services rendered valued at $11,000.
  During
              the year ended 31 August 2007 there were unrealized gain losses on
              Available-for-sale securities (2006 - Nil).
   F-13
  **MAXLIFE
            FUND CORP, INC. AND SUBSIDIARY**
 **(A
            Development Stage Company)**
  **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **FOR
            THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST
            2007**
  **(Expressed
            in United States Dollars)**
 **8.**
                    **INCOME
                        TAXES**
  The
              Company accounts for income taxes in accordance with SFAS No. 109,
              *Accounting for Income Taxes*.  SFAS No. 109 prescribes the use
              of the liability method whereby deferred tax asset and liability account
              balances are determined based on differences between financial reporting
              and tax
              bases of assets and liabilities and are measured using the enacted
              tax
              rates.  The effects of future changes in tax laws or rates are not
              anticipated.
  Under
              SFAS No. 109 income taxes are recognized for the following: a) amount
              of tax
              payable for the current year, and b) deferred tax liabilities and assets
              for
              future tax consequences of events that have been recognized differently
              in the
              financial statements than for tax purposes.
  The
              Company has tax losses available to be applied against future years
              income as a
              result of the losses incurred since inception.  However, due to the
              losses incurred in the period and expected future operating results,
              management
              determined that it is more likely than not that the deferred tax asset
              resulting
              from the tax losses available for carryforward will not be realized
              through the
              reduction of future income tax payments.  Accordingly a 100% valuation
              allowance has been recorded for income tax losses available for
              carryforward.
  The
              components of deferred income taxes have been determined at the combined
              Canadian federal and provincial statutory rate of 36.12% and US 15%
              statutory
              rate as follows:
  
 **2007**
                    
                    
                    **2006**Deferred
                        income tax asset:Income
                        tax losses available for carryforward
                    
                    
                    1,717
                    
                    
                    
                    -Unrealized
                        loss on available-for-sale securities
                    
                    
                    25,573
                    
                    
                    
                    -Valuation
                        allowance
                    
                    
                    (1,717
                    )
                    
                    
                    -Deferred
                        income taxes
                    
                    $
                    25,573
                    
                    
                    $
                    -
  **9.**
                    **RELATED
                        PARTY TRANSACTIONS**
  On
              30
              September 2003, 1254450 paid $55,000 Canadian for an assignment of
              a note
              receivable due from Canadian Life Line, a Nova Scotia, Canada
              corporation.  As Canadian Life Line is controlled by the shareholder
              of 1254450 Ontario Limited, the purchase has been accounted for as
              a related
              party transaction.  Accordingly, the value of the note receivable was
              recorded at the present value of the proceeds of the remaining policy,
              being the
              only asset remaining in Canadian Life Line.  Based on an independent
              actuarial valuation prepared on 17 December 2003, the present value
              was
              determined to be $25,300 Canadian using a 6% discount rate.  The
              remaining $29,700 Canadian was recorded as a shareholder
              transaction.
   F-14
  **MAXLIFE
            FUND CORP, INC. AND SUBSIDIARY**
 **(A
            Development Stage Company)**
  **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
  **FOR
            THE PERIOD FROM THE DATE OF INCEPTION (9 JANUARY 2006) TO 31 AUGUST
            2007**
  **(Expressed
            in United States Dollars)**
  **10.**
                    **COMMITMENT
                        AND CONTINGENT LIABILITY**
  The
              Company is contingently liable for the payment of the premiums due
              on the
              insurance policies as described in Note 4.  Although the individual
              beneficiary is responsible for these payments, if they are not paid
              when they
              fall due, the Company must pay these premiums on the insured's behalf
              within a
              30 day grace period or the policy would lapse.  As of 31 August 2007,
              the policies premiums were up to date and the policies were in good
              standing.
  F-15
 
  **ITEM
          8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
          DISCLOSURE**
  None.
 
 **ITEM
          8A. CONTROLS AND PROCEDURES**
  Evaluation
          of disclosure controls and procedures
  Bennett
          Kurtz, our principal executive officer and principal financial officer
          evaluated
          our disclosure controls and procedures (as defined in rule 13a-14(c) and
          15d-14(c) under the Securities Exchange Act of 1934, as amended) as of
          a date
          within 90 days before the filing of this annual report (the Evaluation
          Date).  Based on that evaluation, our principal executive officer and
          principal financial officer concluded that, as of the Evaluation Date,
          the
          disclosure controls and procedures in place were effective to ensure that
          information required to be disclosed by us, including our consolidated
          subsidiaries, in reports that we file or submit under the Exchange Act,
          is
          recorded, processed, summarized and reported on a timely basis in accordance
          with applicable rules and regulations. Although our principal executive
          officer
          and principal financial officer believes our existing disclosure controls
          and
          procedures are adequate to enable us to comply with our disclosure obligations,
          we intend to formalize and document the procedures already in place and
          establish a disclosure committee.
  Changes
          in internal controls
  We
          have
          not made any significant changes to our internal controls subsequent to
          the
          Evaluation Date. We have not identified any significant deficiencies or
          material
          weaknesses or other factors that could significantly affect these controls,
          and
          therefore, no corrective action was taken.
    II-4
  **PART
          III**
  **ITEM
          9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE
          WITH
          SECTION 16(A) OF THE EXCHANGE ACT**
  Our
          directors and officers, as of November 15, 2007, are set forth below. The
          directors hold office for their respective term and until their successors
          are
          duly elected and qualified. Vacancies in the existing Board are filled
          by a
          majority vote of the remaining directors. The officers serve at the will
          of the
          Board of Directors.
   Name
                Age
                Positions
                    and Offices HeldBennett
                    Kurtz
                47
                President,
                    CEO, CFO, and Director
  Set
          forth
          below is a brief description of the background and business experience
          of our
          executive officers and directors for the past five years.
  **Bennett
          Kurtz** was previously President and CEO of Kurtz Financial Group, a
          corporate finance company offering a full range of consulting and investment
          banking services to companies seeking growth. Mr. Kurtz has been involved
          in
          financing Public Companies and taking private company’s public through reverse
          mergers.
  Mr.
          Kurtz
          was involved in an early stage private placement for Ezenet Inc., which
          later
          raised $51,000,000. Previously he administered and managed a comprehensive
          mortgage portfolio in excess of $125,000,000.  He was responsible for
          underwriting and the syndication of mortgages to financial institutions
          and
          accredited investors. Mr. Kurtz also was responsible for managing and growing
          a
          chain of retail hearing aid centers, which he later sold.
  Mr.
          Kurtz graduated from York University in 1983 with a BA degree in Administrative
          Studies.
  CERTAIN
          LEGAL PROCEEDINGS
  No
          director, nominee for director, or executive officer has appeared as a
          party in
          any legal proceeding material to an evaluation of his ability or integrity
          during the past five years.
  COMPLIANCE
          WITH SECTION 16(A) OF THE EXCHANGE ACT
  We
          have
          not filed a Form 5 for the year ending August 31, 2007.
  **ITEM
          10. EXECUTIVE COMPENSATION**
  The
          following executives of the Company received compensation in the amounts
          set
          forth in the chart below for the period ended August 31, 2007. All compensation
          listed is in US dollars.  No other item of compensation was paid to
          any officer or director of the Company other than reimbursement of
          expenses.
 
 **SUMMARY
          COMPENSATION TABLE**
  **Annual
                      Compensation**
                  
                  
                  **Long-Term
                      Compensation****Awards**
                  **Payouts**Name
                      And Principal Position
                  Year
                  Salary
                  Bonus
                  Other
                      Annual Compensation
                  Restricted
                      Stock Award(s)
                  Securities
                      Under-lying Options /SARs
                  LTIP
                    Payouts
                  All
                      Other Compensation($)
                  ($)
                  ($)
                  ($)
                  ($)
                  ($)
                  ($)Bennett
                      Kurtz, Chief Executive Officer
                  2006
                  0
                  0
                  0
                  0
                  0
                  0
                  02007
                  0
                  0
                  0
                  0
                  0
                  0
                  0
    III-1
 
 **ITEM
          11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT**
  **Security
          Ownership of Certain Beneficial Owners and Management**
 
 The
          following table sets forth information regarding the number of shares of
          Common
          Stock beneficially owned on November 21, 2007, the Closing Date, by each
          person
          who is known by the Company to beneficially own 5% or more of the Company’s
          Common Stock, each of the Company’s directors and executive officers, and all of
          the Company’s directors and executive officers, as a group:
 
 **Title
                    of
                    Class**
                **Name
                    and Address of Beneficial Owner**
                **Amount
                    and Nature**
                  **of
                    Beneficial Ownership**
                **Percentage
                    of Class (1)**Common
                574667
                    Ontario Limited (2)
                  32
                    Prue
                    Avenue
                  Toronto,
                    ON M6B 1R4
                4,600,000
                15.18%Common
                Itamar
                    Cohen
                  3100
                    Steeles Ave. W. PH
                  Concord,
                    ON L4K 3R1
                12,900,000
                46.13%
 
 **Security
          Ownership of Management**
  **Title
                    of Class**
                **Name
                    and address of Beneficial Owner (1)**
                **Amount
                    and Nature**
                  **of
                    Beneficial Ownership**
                **Percentage
                    of Class (1)**Common
                Bennett
                    Kurtz(2)
                  32
                    Prue Avenue
                  Toronto,
                    Ontario M6B 1R4
                4,600,000
                15.18%Common
                Itamar
                    Cohen
                  3100
                    Steeles Ave. W. PH
                  Concord,
                    ON L4K-3R1
                12,900,000
                46.13%
 
 (1)
                Based
                    on 30,297,168 shares of our common stock outstanding.(2)
                574667
                    Ontario Limited is controlled by Bennett Kurtz and there Mr.
                    Kurtz is
                    deemed as the beneficial owner of these
                    shares.
   **ITEM
          12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**
  None
  **ITEM
          13. EXHIBITS AND REPORTS ON FORM 8-K**
 
 (a)Exhibits
  **Exhibit
                      Number**
                  **Exhibit
                      Title**31.1
                  Certification
                      pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
                      302 of
                      the Sarbanes- Oxley Act of 2002.32.1
                  Certification
                      pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
                      906 of
                      the Sarbanes-Oxley Act of 2002.
 (b)Reports
            of Form 8-K filed in fourth quarter of the fiscal year:
  None
   III-2
  **ITEM
          14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**
  Audit
          Fees
  For
          the
          Company’s fiscal year ended August 31, 2007, we were billed approximately $9,700
          for professional services rendered for the audit of our financial
          statements.
  Tax
          Fees
  For
          the
          Company’s fiscal year ended August 31, 2007 did not incur any fees for
          professional services rendered for tax compliance, tax advice, and tax
          planning.
  All
          Other
          Fees
  None.
  Pursuant
          to the requirements of Section 13 or 15(d) of the Securities Exchange Act
          of
          1934, the registrant has duly caused this report to be signed on its behalf
          by
          the undersigned thereunto duly authorized.
   III-3
   **SIGNATURES**
  Pursuant
          to the requirements of Section 13 or 15(d) of the Securities Exchange Act
          of
          1934, the registrant has duly caused this report to be signed on its behalf
          by
          the undersigned, there unto duly authorized.
  MAXLIFE
                    FUND CORP.By:
                /s/
                    *Bennett Kurtz*Bennett
                    KurtzPresident,
                    Chief Executive Officer, Chief Financial Officer, Principal Accounting
                    Officer, and Director
 
 Dated:
          November 29, 2007
  Pursuant
          to the requirements of the Securities Exchange Act of 1934, this report
          has been
          signed below by the following persons on behalf of the registrant and in
          the
          capacities and on the dates indicated.
  NAME
                TITLE
                DATE*/s/
                    Bennett Kurtz*
                President,
                    Chief Executive Officer,
                November
                    29, 2007Bennett
                    Kurtz
                Chief
                    Financial Officer, Principal Accounting Officer, and
                    Director
 III-4