f10qsb1107_maxlife.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended November 30, 2007.

o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the transition period from ______to______.

Commission file number 333-138298

MAXLIFE FUND CORP

(Exact name of registrant as specified in its charter)

Wyoming
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

160 Tycos Drive, Unit #12, Toronto, Ontario	M6B 1W8
(Address of principal executive offices)	(Zip Code)

(416) 200-0657

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo o

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes xNo o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of January 14, 2008: 30,291,168 shares of common stock.

MAXLIFE FUND CORP.

FINANCIAL STATEMENTS

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements

Item 2.	Management’s Discussion and Analysis or Plan of Operation

Item 3.	Control and Procedures

PART II-- OTHER INFORMATION

Item 1.	Legal Proceedings

Item 2.	Unregistered Sales of Equity securities and Use of Proceeds

Item 3.	Defaults Upon Senior Securities

Item 4.	Submission of Matters to a Vote of Security Holders

Item 5.	Other Information

Item 6.	Exhibits

SIGNATURE

Item 1. Financial Information

BASIS OF PRESENTATION

The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended November 30, 2007 are not necessarily indicative of results that may be expected for the year ending August 31, 2008.

MAXLIFE FUND CORP. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

30 NOVEMBER 2007

CONSOLIDATED BALANCE SHEET

AS AT 30 NOVEMBER 2007 AND 31 AUGUST 2007

(Expressed in United States Dollars)

	30 November 2007 (Unaudited)			31 August 2007 (Audited)

ASSETS

Current Assets
Cash	$	101,845		$	506,204
Available-for-sale securities, at fair value (cost - $89,816)		7,495			19,017

Total Current Assets		109,340			525,221

Long Term Assets
Investment in life insurance policies and note receivable		412,411			430,078
Goodwill		35,269			35,269
Deferred taxes		30,048			25,573

Total Long Term Assets		477,728			490,920

Total Assets	$	587,068		$	1,016,141

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued liabilities	$	24,502		$	418,500
Advances from shareholder		5,093			34,700

Total Liabilities		29,595			453,200

Stockholders' Equity
Capital stock		30,303			30,297
Additional paid in capital		640,997			606,803
Accumulated other comprehensive loss		(50,011	)		(51,053	)
Deferred stock based compensation		(34,200	)		-
Accumulated deficit		(29,616	)		(23,106	)

Total Stockholders' Equity		557,473			562,941

Total Liabilities and Stockholders' Equity	$	587,068		$	1,016,141

The accompanying notes are an integral part to these financial statements.

STATEMENT OF LOSS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED 30 NOVEMBER 2007

Unaudited

(Expressed in United States Dollars)

	Three Months Ended 30 November 2007			Three Months Ended 30 November 2006

REVENUE		330,000			-

COST OF SALES		303,250			-

GROSS PROFIT		26,750			-

INTEREST INCOME		48			398

EXPENSES
Professional fees		17,471			1,500
Office and general		11,387			508
Interest and bank charges		811			171
Loss on foreign exchange		3,639			-

TOTAL OPERATING EXPENSES		33,308			2,179

NET LOSS	$	(6,510	)	$	(1,781	)

FOREIGN CURRENCY TRANSLATION ADJUSTMENT		7,336			(3,454	)

UNREALIZED LOSS ON AVAILABLE-FOR-SALE SECURITIES, NET OF DEFERRED TAXES		(7,914	)		-

COMPREHENSIVE LOSS	$	(7,088	)		(5,235	)

LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	0.00

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		30,301,783

The accompanying notes are an integral part to these financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED 30 NOVEMBER 2007

Unaudited

(Expressed in United States Dollars)

	Three Months Ended 30 November 2007			Three Months Ended 30 November 2006
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(6,510	)	$	(1,781	)
Adjustments to reconcile net income to net cash used in operating activities:
Issuance of common stock for future services		34,200			-

Changes in operating assets and liabilities:
Available-for-sale securities		11,522			(59,881	)
Investment in life insurance policies and note receivable		17,667			(3,738	)
Prepaids		(34,200	)		-
Accounts payable and accrued liabilities		(394,001	)		386
Deferred taxes		(4,475	)		-

CASH USED IN OPERATING ACTIVITIES		(375,797	)		(65,014	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances to shareholder		(29,606	)		(9,000	)
Financing fees		-			(20,000	)

CASH FLOWS USED IN FINANCING ACTIVITIES		(29,606	)		(29,000	)

EFFECT OF FOREIGN CURRENCY TRANSLATION		1,044			3,454

NET DECREASE IN CASH		(404,359	)		(90,560	)

CASH, BEGINNING OF PERIOD		506,204			102,025

CASH, END OF PERIOD	$	101,845		$	11,465

The accompanying notes are an integral part to these financial statements.

MAXLIFE FUND CORP. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED 30 NOVEMBER 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.	BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended 30 November 2007 is not necessarily indicative of the results that may be expected for the year ending 31 August 2007. For further information, refer to the financial statements and footnotes thereto included in the Company’s annual report on Form 10-KSB for the year ended 31 August 2007.

3.	CAPITAL STOCK

Authorized
200,000,000	common stock, par value of $0.001
100,000,000	preferred stock, par value of $0.001

		2007
Issued
30,303,168	common stock (31 August 2007 - 30,297,168)	$30,303

On 20 September 2007, the Company issued 6,000 common stock in exchange for future services to be rendered by two individuals on the Board of Directors. The shares issued were valued at their fair market value of $5.70 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.

MAXLIFE FUND CORP. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED 30 NOVEMBER 2007

(Expressed in United States Dollars)

4.	SUPPLEMENTAL CASH FLOW INFORMATION

During the period ended 30 November 2007, there were no interest or taxes paid by the Company.

On 20 September 2007, the Company issued 6,000 common stock in exchange for future services to be rendered by two individuals on the Board of Directors.

Item 2. Management’s Discussion and Analysis or Plan of Operation

Certain statements contained in this quarterly filing, including, without limitation, statements containing the words “believes”, “anticipates”, “expects” and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings. Given these uncertainties, readers of this prospectus and investors are cautioned not to place undue reliance on such forward-looking statements.

Plan of Operations

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:

Second Quarter 2008:

During the 2007 fiscal year, we successfully completed a private placement via a share purchase agreement to secure financing of $2,500,000. Prior to the fiscal year end we received $500,000 from this line of credit and issued 170,000 shares. We deployed some of these funds and purchased Life Settlement Policies with a face amount of $4,000,000. Funds also have been left to ensure that premium will be paid when required.

During the period ending November 30, 2007, we sold one of the Life Settlement Policies for a profit and a high annual return and we will be continuing to do same with the other existing policies on hand and others purchased in the future, when it is opportunistic.

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.

Third 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.

Fourth 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.

First Quarter 2009

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 November 30, 2007, we had working capital of approximately $143,540. 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.

As set forth in the notes to the financial statements, our independent auditors have expressed substantial doubt about our ability to continue as a going concern because we have no viable operations or significant assets and we are dependent upon significant shareholders to provide sufficient working capital to maintain the integrity of the corporate entity,

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

MaxLife’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 of 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 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, MaxLife views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on MaxLife’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.

Item 3. Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of November 30, 2007. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the first quarter of fiscal 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.

Item 2. Changes in Securities.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted during the quarter ending November 30, 2007, covered by this report to a vote of the Company’s shareholders, through the solicitation of proxies or otherwise.

Item 5. Other Information.

None

Item 6. Exhibits

(a)		Reports on Form 8-K and Form 8K-A

		None.

(b)		Exhibits

Exhibit Number	Exhibit Title

31.1	Certification of Bennett Kurtz pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Bennett Kurtz pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	MAXLIFE FUND CORP.
	Registrant

Date: January 14, 2008	By: /s/ Bennett Kurtz
	Bennett Kurtz
	President, Chief Executive Officer and
	Chief Financial Officer (Principal Accounting Officer)