UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~February~~May 2831, 2009

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______.

MAXLIFE FUND CORP.

(Exact name of registrant as specified in Charter

WYOMING		333-138298
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

45 Sheppard Avenue East, Suite 900

North York, Ontario, Canada M2N 5W9

(Address of Principal Executive Offices)

_______________

1-866-752-5557

(Issuer Telephone number)

_______________

(Former Name or Former Address if Changed Since Last Report)

~~Check~~Indicate by check mark whether the ~~issuer~~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~~ period that the ~~issuer~~registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes x No o~~

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of ~~April~~July 1416, 2009: 30,303,16168 shares of common stock.

MAXLIFE FUND CORP.

FORM 10-Q

~~February~~May 2831, 2009

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4T	Control and Procedures	13

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Submission of Matters to a Vote of Security Holders	14
Item 5.	Other Information	14
Item 6.	Exhibits and Reports on Form 8-K	14

SIGNATURE

Item 1. Financial Statements

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

28Unaudited ~~FEBRUARY~~- ~~2009~~See Review Engagement Report

31 MAY 2009

-1-

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

AS AT

(Expressed in United States Dollars)

	28 February 2009 (Unaudited)			31 August 2008 (Audited)
	31 May 2009 (Unaudited)			31 August 2008 (Audited)
ASSETS
Current Assets
Cash	$	~~232~~111,~~100~~006		$	500,836
Available-for-sale securities, at fair value (cost - $89,816 at 28 February 2009 and 31 August 2008)		400			2,313
Available-for-sale securities, at fair value, cost - $89,816 (31 August 2008 - $89,816)		144			2,313
Total Current Assets		~~232~~111,~~500~~150			503,149
Long Term Assets
Investment in life insurance policies		~~503~~518,~~897~~597			452,955
Investment in joint venture		~~1,250~~-			1,250
Total Long Term Assets		~~505~~518,~~147~~597			454,205
Total Assets	$	~~737~~629,~~647~~747		$	957,354
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	2928,~~312~~443		$	28,084
Management salary payable		75112,~~000~~500			30,000
Advances from stockholder		3,931			4,694
Advances from shareholder		3,814			4,694
Total Liabilities		~~108~~144,~~243~~757			62,778
Stockholders' Equity
Preferred Stock $25.00 par value; Authorized 100,000,000; Issued and outstanding 26,400 (31 August 2008 - 26,400); non-voting; dividends of $0.625 paid on quarterly basis; non-convertible; redeemable at the option of the Company after two years		660,000			660,000
Preferred Stock $25.00 par value; Authorized 100,000,000; Issued and outstanding 26,400 (31 August 2008 - 26,400); non-voting; dividends of $0.625 paid on quarterly basis; non-convertible; redeemable at the option of the Company after two years.		660,000			660,000
Capital stock $.001 par value; Authorized 200,000,000; Issued and outstanding 30,303,168 (31 August 2008 - 30,303,168)		30,303			30,303
Common Stock $.001 par value; Authorized 200,000,000; Issued and outstanding 30,303,168 (31 August 2008 - 30,303,168)		30,303			30,303
Additional paid in capital		1,086,576			961,967
Additional paid-in capital		1,086,576			961,967
Additional paid in capital - warrants		244,158			244,158
Accumulated other comprehensive loss		(~~108~~106,~~582~~390	)		(85,206	)
Deficit accumulated during the development stage		(1,~~283~~429,~~051~~657	)		(916,646	)
Total Stockholders' Equity		~~629~~484,~~404~~990			894,576
Total Liabilities and Stockholders' Equity	$	~~737~~629,~~647~~747		$	957,354

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

-2-

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(Expressed in United States Dollars)

	For the Three Months Ended 28 February 2009			For the Three Months Ended 29 February 2008			For The Period From Inception (9 January 2006) to 28 February 2009
	For the Three Months Ended 31 May 2009			For the Three Months Ended 31 May 2008			For The Period From Inception (9 January 2006) to 31 May 2009
SALE OF POLICY	$	-		$	-		$	330,000
COST OF POLICY SOLD		-			-			303,250
GROSS PROFIT		-			-			26,750
EXPENSES
Professional fees		5257,~~305~~405			1437,~~454~~611			~~253~~311,~~905~~310
General and administrative		48,772			6,703			193,148
Management salaries		37,500			-			134,002
Management salaries		36,502			-			96,502
General and administrative		34,097			71,944			227,245
Interest and bank charges		84270			~~312~~566			2,~~574~~844
Stock based compensation		-			14108,~~250~~238			487,780
(Gain) loss on foreign exchange		(17,667	)		1,229			(10,998	)
Loss (Gain) on foreign exchange		-			21			(10,999	)
TOTAL OPERATING EXPENSES		~~119~~129,~~996~~272			36218,~~948~~380			1,~~022~~152,~~911~~182
LOSS FROM OPERATIONS		(~~119~~129,~~996~~272	)		(36218,~~948~~380	)		(~~996~~1,~~161~~125,432	)
REALIZED GAIN ON SALE OF AVAILABLE-FOR-SALE SECURITIES		-			-			37,192
LOSS ON INVESTMENT IN JOINT VENTURE		(1,250	)		-			(1,250	)
GOODWILL IMPAIRMENT LOSS		-			-			(35,269	)
INTEREST INCOME		~~428~~416			1,~~706~~524			45,~~845~~261
NET LOSS	$	(~~119~~130,~~568~~106	)	$	(35216,~~242~~856	)	$	(~~989~~1,~~393~~119,498	)
FOREIGN CURRENCY TRANSLATION ADJUSTMENT		(172,~~610~~448	)		~~1,023~~(863	)		(1816,~~889~~440	)
UNREALIZED LOSS ON AVAILABLE-FOR-SALE SECURITIES, NET OF DEFERRED TAXES		(~~1,302~~255	)		(~~766~~1,901	)		(89,~~695~~950	)
COMPREHENSIVE LOSS	$	(~~138~~132,~~480~~809	)	$	(34219,~~985~~620	)	$	(1,~~098~~225,~~058~~888	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	0.00			(0.0001	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		30,303,168			30,127,~~100~~000

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

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MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

STATEMENTS OF OPERATIONS ~~AND COMPREHENSIVE LOSS~~

(Unaudited)

	For the Six Months Ended 28 February 2009			For the Six Months Ended 29 February 2008
	For the Nine Months Ended 31 May 2009			For the Nine Months Ended 31 May 2008
SALE OF POLICY	$	-		$	330,000
COST OF POLICY SOLD		-			303,250
COST OF PRODUCTS SOLD		-			303,250
GROSS PROFIT		-			26,750
EXPENSES
Stock based compensation		124,610			14,250
Management salaries		104,002			-
Professional fees		103,698			31,925
Interest and bank charges		490			878
Management salaries		66,502			-
General and administrative		87,225			90,034
General and administrative		53,128			18,090
Professional fees		161,103			69,536
Interest and bank charges		220			312
Stock based compensation		124,610			122,488
(Gain) Loss on foreign exchange		(13,582	)		4,~~868~~889
TOTAL OPERATING EXPENSES		~~334~~463,~~576~~848			69287,~~445~~825
LOSS FROM OPERATIONS		(~~334~~463,~~576~~848	)		(42261,~~695~~075	)
INTEREST INCOME		1,171			943
LOSS ON INVESTMENT IN JOINT VENTURE		(1,250	)		-
NET LOSS	$	(333,405	)	$	(41,752	)
INTEREST INCOME		1,587			2,467
FOREIGN CURRENCY TRANSLATION ADJUSTMENT		(16,156	)		9,466
NET LOSS	$	(463,511	)	$	(258,608	)
UNREALIZED LOSS ON AVAILABLE-FOR-SALE SECURITIES, NET OF DEFERRED TAXES	$	(7,220	)	$	(8,680	)
FOREIGN CURRENCY TRANSLATION ADJUSTMENT		(13,708	)		8,603
COMPREHENSIVE LOSS		(356,781	)		(40,966	)
UNREALIZED LOSS ON AVAILABLE-FOR-SALE SECURITIES, NET OF DEFERRED TAXES		(7,475	)		(10,581	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		(0.01	)		0.00
COMPREHENSIVE LOSS		(484,694	)		(260,586	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		30,303,168			30,127,100
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		(0.02	)		(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		30,303,168			30,127,000

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

-4-

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended 28 February 2009			Six Months Ended 29 February 2008			For The Period From Inception to 28 February 2009
	NineMonths Ended 31 May 2009			Nine Months Ended 31 May 2008			For The Period From Inception to 31 May 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~333~~463,~~405~~511	)	$	(41258,~~752~~608	)	$	(~~989~~1,~~393~~119,498	)
Adjustment to reconcile net loss to net cash provided by operating activities:
Goodwill impairment loss		-			-			35,269
Stock based compensation		124,~~609~~610			14122,~~250~~488			453,~~579~~580
Unrealized loss on available-for-sale securities		(7,~~220~~475	)		-			(89,~~695~~950	)
Equity issued to acquire 1255450 Ontario Limited		-			-			5,000
Equity issued to acquire 1254450 Ontario Limited		-			-			5,000
Issuance of common stock for services		-			-			75,200
Changes in operating assets and liabilities:
Available-for-sale securities		12,~~913~~169			1316,~~212~~305			(~~400~~144	)
Purchase of insurance policies and capitalized premiums		(5065,~~942~~642	)		~~219~~(25,540	)		(~~810~~825,~~870~~570	)
Proceeds on sale of policy		-			-			330,000
Accounts payable and accrued liabilities		~~1,228~~358			(~~403~~307,~~451~~728	)		2423,~~349~~478
Management salary payable		4582,~~000~~500			-			75112,~~000~~500
Deferred taxes		-			(4,908	)		-
Loss on investment in joint venture		1,250			-			1,250
NET CASH USED IN OPERATING ACTIVITIES		(218,817	)		(422,430	)		(891,961	)
Deferred taxes		-			(5,983	)		-
NET CASH USED IN OPERATING ACTIVITIES		(325,741	)		(459,066	)		(998,885	)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Contribution to joint venture		-			(1,250	)		(1,250	)
Acquisition of 1255450 ontario limited		-			-			(21,739	)
Acquisition of 1254450 Ontario Limited		-			-			(21,739	)
NET CASH USED IN INVESTING ACTIVITIES		-			(1,250	)		(22,989	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of preferred stock		-			-180,000			660,000
Advances to stockholder		(763	)		(30,006	)		(27,663	)
Advances to shareholder		(880	)		(30,006	)		(27,780	)
Financing fees		-			-(8,000	)		(8,000	)
Issuance of common stock, net of deferred financing fees		-			-			591,100
Dividends paid		(3349,~~000~~500	)		-			(4966,~~500~~000	)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(3350,~~763~~380	)		~~(30~~141,~~006~~994	)		1,~~165~~149,~~937~~320
EFFECT OF FOREIGN CURRENCY TRANSLATION		(1613,~~156~~709	)		~~786~~(1,978	)		(1816,~~887~~440	)
NET (DECREASE) INCREASE IN CASH		(~~268~~389,~~736~~830	)		(~~452~~320,~~900~~300	)		~~232~~111,~~100~~006
CASH, BEGINNING OF PERIOD		500,836			506,204			-
CASH, END OF PERIOD	$	~~232~~111,~~100~~006		$	53185,~~304~~904		$	~~232~~111,~~100~~006

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

-5-

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 United States of America for interim financial information and the SEC instructions to Form 10- Q. 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 ~~28 February~~31 May 2009 are not necessarily indicative of the results that may be expected for the year ending 31 August 2009. For further information, refer to ~~the~~ the financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended 31 August 2008.

3.RECENT ~~INVESTMENT~~ACCOUNTING ~~IN LIFE INSURANCE POLICIES~~PRONOUNCEMENTS

AsIn March 2008, atthe 28FASB issued Statement No. 161, Disclosures about Derivative ~~February~~Instruments ~~2009~~and Hedging Activities (“SFAS 161”). SFAS No. 161 expands the ~~Company~~disclosure ~~holds~~requirements ~~four~~in ~~life~~SFAS ~~insurance~~No. ~~policies~~133, ~~with~~Accounting ~~carrying~~for Derivative ~~amounts~~Instruments ofand ~~$503,897~~Hedging Activities about an entity’s derivative instruments and ~~face~~hedging ~~amounts~~activities. Adopted ~~totaling~~on $2March 1,~~650~~ 2009,~~000~~ we currently have no derivatives and hedging activities and so the adoption of SFAS No. 161 had no impact on our financial condition, results of operations or cash flows.

4In April 2009, FASB issued FSP No. 107-1/APB 28-1, Interim Disclosures about Fair Value ~~ADVANCES~~of ~~FROM~~Financial ~~STOCKHOLDER~~Instruments. Entities shall include disclosures about the fair value of financial instruments whenever it issues summarized financial information for interim reporting periods. Entities shall disclose in the body or in the accompanying notes of its summarized financial information the fair value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position, as required by Statement 107. Effective for interim periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009, this FSP was adopted and had no impact on our financial condition, results of operations or cash flows.

~~The~~In April ~~advances~~2009, ~~from~~FASB ~~the~~issued ~~stockholder~~FSP ~~are~~No. ~~non~~115-2 ~~interest~~and ~~bearing~~FAS 124-2, ~~unsecured~~Recognition and ~~are~~Presentation ~~due~~of Other-Than-Temporary onImpairments. This FSP amends the ~~demand~~other-than-temporary impairment guidance in U. ~~The~~S. ~~carrying~~GAAP ~~value~~for ofdebt securities to make the ~~advances~~guidance ~~approximates~~more operational and to improve the ~~market~~presentation and ~~value~~disclosure ~~due~~of to the ~~short~~other-than-temporary ~~term~~impairments ~~maturity~~on ofdebt and equity securities in the financial ~~instruments~~statements. The FSP is effective for interim and annual reporting periods ending after June 15, 2009. The Company is currently analyzing the impact this FSP will have on its financial statements.

5In May 2009, the FASB issued Statement No. 165, Subsequent Events (“SFAS ~~PREFERRED~~165”). SFAS ~~STOCK~~165 requires entities to disclose the date through which they have evaluated subsequent events and whether the date corresponds with the release of their financial statements. Effective for interim and annual periods ending after June 15, 2009, SFAS 165 will become effective in the next reporting quarter. SFAS 165 should not have an impact on our financial condition, results of operations or cash flows.

OnIn 18June ~~March 2008~~2009, the ~~Company~~FASB ~~filed~~issued ~~articles~~Statement ofNo. ~~amendment~~168, toThe ~~amend~~FASB ~~the~~Accounting ~~par value of~~Standards ~~its~~Codification ~~preferred~~and ~~stock~~the ~~from~~Hierarchy ~~$.001~~of toGenerally ~~$25.00~~Accepted ~~per~~Accounting Principles ~~share~~(“SFAS 168”). ~~The~~SFAS ~~preferred stock~~168 ~~have~~will become the ~~following~~single source ~~rights~~of ~~attached~~authoritative tonongovernmental ~~them:~~U.S. ~~non~~generally ~~voting,~~accepted ~~entitle the~~accounting ~~holders~~principles to(“GAAP”), ~~receive~~superseding aexisting ~~dividend~~FASB, ~~equal~~American toInstitute ~~$0.625~~of ~~per~~Certified Public ~~share~~Accountants to(“AICPA”), beEmerging ~~paid~~Issues onTask ~~a quarterly~~Force ~~basis;~~(“EITF”), ~~not~~and ~~convertible~~related accounting ~~into~~literature. SFAS ~~shares~~168 ofreorganizes the ~~Company's~~thousands ~~common~~of ~~stock;~~GAAP ~~provided~~pronouncements ~~all~~into ~~dividends~~roughly ~~have~~90 ~~been~~accounting ~~paid~~topics toand ~~the~~displays ~~shareholders,~~them ~~the~~using ~~preferred stock~~a isconsistent ~~redeemable~~structure. Also byincluded ~~the~~is ~~Company~~relevant ~~after~~Securities ~~two~~and Exchange ~~years;~~Commission inguidance organized using the ~~event~~same oftopical ~~any~~structure ~~liquidation,~~in ~~dissolution~~separate orsections. SFAS ~~winding~~168 upwill ofbe ~~the~~effective ~~Company,~~for ~~holders~~financial statements ofissued ~~the~~for ~~preferred~~reporting ~~stock~~periods ~~shall have~~that ~~the~~end ~~same~~after ~~liquidation~~September ~~rights~~15, 2009. This aswill ~~the~~have ~~holders~~an ofimpact on the Company'’s ~~common~~financial ~~stock,~~statements ~~whereby~~since ~~there~~all ~~are~~future noreferences ~~redemption~~to ~~provisions~~authoritative accounting literature will be references in accordance with SFAS 168.

-6-

4.INVESTMENT IN INSURANCE POLICIES

As at 31 May 2009 the Company holds four life insurance policies with carrying amounts of $518,597 and face amounts totaling $2,650,000.

5.ADVANCES FROM STOCKHOLDER

The advances from the stockholder 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.

6.PREFERRED STOCK

On 18 March 2008, the Company filed articles of amendment to amend the par value of its preferred stock from $.001 to $25.00 per share. The preferred stock have the following rights attached to them: nonvoting, entitle the holders to receive a dividend equal to $0.625 per share to be paid on a quarterly basis; not convertible into shares of the Company's common stock; provided all dividends have been paid to the shareholders, the preferred stock is redeemable by the Company after two years; in the event of any liquidation, dissolution or winding up of the Company, holders of the preferred stock shall have the same liquidation rights as the holders of the Company's common stock, whereby there are no redemption provisions.

The preferred stock of the Company is currently offered in units (the "Unit"). Each Unit consists of 1,200 shares of preferred stock plus warrants to purchase 600 shares of common stock. The warrants may be exercised at any time beginning six months from the date of issuance and ending on the fifth anniversary of the final closing of the offering of the preferred stock. The warrants are exercisable, in whole or in part, at exercise prices equal to the following:

One third (1/3) or 200 warrants per Unit shall be exercisable into common stock at $25.00 per share;

-6-

One third (1/3) or 200 warrants per Unit shall be exercisable into common stock at $30.00 per share;

One third (1/3) or 200 warrants per Unit shall be exercisable into common stock at $35.00 per share.

The warrants were issued on various dated throughout the year and valued as follows:

(A) 4,400 shares at an exercise price of $25.00 per share $18.94, $18.19, $20.19, $20.16

(B) 4,400 shares at an exercise price of $30.00 per share $18.10, $17.39, $19.34, $19.32

The total value of the warrants amounted to $244,158 (31 August 2008 - $244,158) and are included as an addition to additional paid in capital - warrants.

The warrants were valued using the Black Scholes option pricing model with the following input variables and assumptions: exercise prices of $25, $30 and $35 per share as noted above, stock price on the date of issuances of $27.60, $26.30, $28.65, and $28.49 respectively; calculated volatility amounted to 84.56%; calculated average term of maturity of five years; an estimated risk free rate ranging from 2.95% to 3.68% based on the five year US treasury zero coupon yield curve.

~~6. STOCK OPTIONS~~-7-

7.STOCK OPTIONS

On 21 April 2008 the Company executed stock option agreements with four directors of the Company in consideration for their appointment to the Board of Directors. Under the terms of these agreements the Company granted to each director an option to purchase a total of 10,000 shares of the company's common stock ("Option Shares") in the following manner: (A) 2,500 shares at an exercise price of $20.00 per share, (B) 3,500 shares at an exercise price of $25.00 per share and (C) 4,000 shares at an exercise price of $35.00 per share. The grantee shall have the option to purchase all of the Option Shares after six months of the grant date 22 October 2008. The options expire in five years from the grant date, on 21 April 2008.

The stock options were valued using the Black Scholes option pricing model with the following input variables and assumptions: exercise prices of $20, $35 and $35 per share as noted above, stock price on the date of issuance of $18.48; calculated volatility amounted to 84.56%; calculated average term of maturity of five years; an estimated risk free rate ranging from 2.95% based on the five year US treasury zero coupon yield curve.

The stock options were valued as follows:

(A) 10,000 shares at an exercise price of $20.00 per share $12.33

(B) 14,000 shares at an exercise price of $25.00 per share $11.61

The total stock compensation related to the Option Shares amounted to $453,580 and is amortized over the service period of six months from the grant date and have been included in stock based compensation in the consolidated statement of loss.

~~-7-~~8.SUPPLEMENTAL CASH FLOW INFORMATION

7.During ~~SUPPLEMENTAL~~the ~~CASH~~three ~~FLOW~~months ~~INFORMATION~~period ended 31 May 2009 and 31 May 2008 and for the period from inception (9 January 2006) to 31 May 2009, there were no interest or taxes paid by the Company.

During the three months period ended 28 February 2009 and 29 February 2008 and for the period from inception (9 January 2006) to 28 February 2009, there were no interest or taxes paid by the Company.

On 21 April 2008 the Company executed stock option agreements with four directors of the Company in consideration for their appointment to the Board of Directors. The total stock compensation related to the stock options amounted to $453,580 and are amortized over the service period of six months from the grant date.

89. INVESTMENT IN JOINT VENTURE

~~On 25~~During ~~February 2008~~ the ~~Company and Capital Growth Planning~~quarter, ~~Inc. (“CGP”), an El Cajon, California company, formed~~ MaxLife CGP Partners, LLC (the “Joint Venture”), anexecuted Ela ~~Cajon, California company, to work together in sourcing,~~Limited ~~purchasing,~~Liability ~~and~~Company ~~managing~~Certificate ~~certain~~of ~~life~~Cancellation ~~settlement~~with ~~insurance policy assets for~~ the ~~Joint~~ ~~Venture. It~~State ~~is the Company’s goal to deploy a portion~~ of ~~funds~~California ~~raised~~Secretary inof aState ~~Preferred~~and ~~stock~~completed ~~offering as a loan to~~ the ~~Joint~~dissolution ~~Venture.~~of MaxLife CGP~~, through~~ ~~its executives and subsidiary Companies~~Partners, ~~will use its life settlement~~LLC. ~~experience,~~As ~~contacts,~~result ~~and~~of ~~specialized products to source~~dissolution, ~~purchase, and manage~~ the ~~life settlement policy assets for the Joint Venture. The~~ Company ~~and~~ ~~CGP~~has ~~each~~written ~~have~~down ~~interests~~their ofinvestment ~~50%~~ in the Joint Venture~~. The~~ ~~Joint Venture~~during ~~has~~the ~~been~~quarter ~~concluded to be jointly controlled,~~ and ~~the~~reported ~~Company~~a ~~can exercise~~loss ~~significant~~on ~~influence. Therefore, the~~ investment in ~~the~~joint ~~Joint~~venture ~~Venture is recorded by the equity method~~ of ~~accounting. The Company has contributed~~ $1,250 toon the ~~Joint~~Statement ~~Venture~~of Operations.

~~As required under the Joint Venture agreement the Company granted Options of common stock (“Maxlife Options”) to CGP based on the achievement of certain net profit earned in the Joint Venture~~ 10. ~~The~~FAIR ~~Maxlife~~VALUE ~~Options~~OF ~~will vest one year~~FINANCIAL ~~from the date the Maxlife Warrant is issued, and will expire two years thereafter. The milestones are based on the following:~~INSTRUMENTS

Milestone

Net Profit Earned in the Joint Venture MaxLife Options Granted

$1,000,000 100,000 at $15

$5,000,000 150,000 at $20

$10,000,000 200,000 at $25

$15,000,000 250,000 at $30

$20,000,000 300,000 at $35

$25,000,000 350,000 at $40

As required under the Joint Venture agreement CGP granted Options (“CGP Options”) to the Company based on the achievement of earnings targets based on net profit earned in the Joint Venture. CGP Options will be issued with a three year term to purchase CGP’s Series B Non voting Common Stock at the price per share listed below:

Milestone

Net Profit Earned in the Joint Venture CGP Options Granted

$1,000,000 100,000 at $1

$5,000,000 150,000 at $2

$10,000,000 200,000 at $3

$15,000,000 250,000 at $4

$20,000,000 300,000 at $5

$25,000,000 350,000 at $6

The services that each member will provide towards reaching the milestones has not yet commenced. Upon commencement of the service period, the Company will value the Options and amortize it over the estimated performance period.

-8-

9. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of the Company's cash, accounts payable and accrued liabilities, management salary payable and advances from stockholder approximates fair value because of the short term maturity of these instruments.

1011. COMMITMENT AND CONTINGENT LIABILITY

The Company is contingently liable for the payment of the premiums due on the insurance policies as described in Note 3. 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 2831 ~~February~~ May 2009, the policies premiums were up to date and the policies were in good standing.

-98-

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

In May 2009, the Joint Venture relationship with Capital Growth Partners was cancelled. This was a mutually agreed upon decision, to enable both companies to pursue further opportunities independently. Since its inception Maxlife has successfully sourced, purchased, sold and managed life settlement policies and will continue to do so, using its internal management resources and industry contacts.

Subsequent to May 31, 2009 the Company has entered into discussions with an investor and received a term sheet to provide financing arrangements. The Company is currently reviewing this term sheet financing. The Company wishes to raise financing that is most beneficial to shareholders, which is expected in the next quarter or two.

Additional financing is available to the Company through the private placement of preferred share issuances to new and existing investors and shareholders. The Company has developed a financial product, MX-Series and strongly believes revenues will be generated in the next quarter which will be utilized to support its plan of operations and future growth plans.

The Company is committed to enter into financing arrangements that are both beneficial to shareholders and which will strengthen the Company's business operations and opportunity to expand its business.

During the last quarter MaxLife has made a concentrated effort to bring to market a financial product that is based on Life Settlement Policies with maximum five year life expectancies. Investors open a Trust that is administered with the assistance of MaxLife. The investor can earn good returns on their Trust that own the Life Settlement Policies over the five year period program. There is available downside protection through a commitment from MaxLife and/or from outside companies. The product description and information is available on the website (www.themxway.com) and by contacting the company.

MaxLife has travelled to countries and met with Pension Funds, Hedge Funds, Insurance Companies and Accredited Investor groups that have been apprised of the life settlement industry and the MX-Series product has been made available to them as a turnkey investment opportunity.

We will continue to focus on these groups that we met during the past quarter and will pursue new opportunities by making inroads with wealth management groups in additional countries as well.

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:

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. We will be sourcing new relationships with companies in the sector with the objective of purchasing an ownership in their businesses. Many opportunities are arising as the market place is seeing distress situations of Hedge Funds that need to liquidate life settlement policies and portfolios due to the ongoing financial crisis. MaxLife will review such situations and is open to discussions to determine the opportunities that can be cultivated accordingly.

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 policies and portfolios. We will also look to offer a product which gives investors the security they require and we will charge for our expertise and services of sourcing, buying and monitoring their investments.

-9-

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.

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.

-10-

Results of Operations

Comparative Analysis for the ~~six~~Nine months ended ~~February~~May 2831, 2009 and ~~February~~May 2931, 2008:

Revenue for the ~~six~~nine months ended ~~February~~May 2831, 2009 was $0Nil as ~~and~~compared to $330,000 for ~~the~~ ~~six~~the nine-months period ended ~~February~~May 2931, 2008. Cost of policy sold for the ~~six~~nine months ended ~~February~~May 2831, 2009 was $0Nil and $303,250 for the ~~six-months~~ nine months period ended ~~February~~May 2931, 2008. Gross Profit for the ~~six~~ nine months ended ~~February~~ 28May 31, 2009 was $0Nil and $26,750 for the ~~six-~~nine months period ended ~~February 29~~May 31, 2008.

~~General~~Professional ~~and~~fees ~~administrative expenses~~ for the ~~six~~nine months ended ~~February~~May 2831, 2009 were $53161,~~128~~ 103 and $1869,~~090~~536for ~~for~~ the nine ~~six-~~months ~~period~~ ended ~~February~~May 2931, 2008. ~~The~~These ~~increase~~fees ~~during~~are ~~the~~attributable ~~six~~to ~~months~~legal, accounting, ~~ended~~tax, ~~February~~consulting ~~28,~~(including ~~2009~~IT ~~was~~services for contacts) and auditing ~~primarily~~services. The increase in professional fees were attributable to ~~increases~~the increase in accounting, ~~payments~~tax, ~~for~~valuation ~~printing~~ and ~~advertising,~~disclosure requirements of equity instruments ~~travel~~including stock options, ~~administrative~~stock ~~office~~warrants, ~~expenses~~a preferred ~~and~~stock ~~directors~~issuances, tax advisory, and ~~officers~~IT ~~insurance incurred~~consulting inservices during the ~~business~~nine ~~operations~~months ended May 31, 2009.

Professional fees for the six months ended February 28, 2009 were $103,698 and $31,925 for the six months ended February 29, 2008. These fees are attributable to legal, accounting, tax, consulting (including IT services for contacts) and auditing services. The increase in professional fees were attributable to the increase in accounting, tax, valuation and disclosure requirements of equity instruments including stock options, stock warrants, a preferred stock issuances, tax advisory, and IT consulting services during the six months ended February 28, 2009. These activities also resulted in An increase in management salaries.

Management salaries expense for the six months ended February 28, 2009 were $66,502 and $0 for the six-months period ended February 29, 2008.

Capital Resources and Liquidity

At ~~February~~ 28May 31, 2009, we had a working capital deficiency of $~~124~~33,~~257~~607. It is the intent of 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. Subsequent ~~Should~~to ~~this~~May 31, 2009 the Company has entered into discussions with ~~pledge~~an ~~fail~~investor and received a term sheet to provide financing, wearrangements. ~~have~~The Company ~~not~~is ~~identified~~currently ~~any~~reviewing ~~alternative~~this term sheet financing. The Company ~~sources~~wishes to raise financing that is most beneficial to shareholders, which is expected in the next quarter or two.

OnAdditional ~~February~~financing ~~28,~~is ~~2009,~~available to the Company ~~paid~~through ~~dividends~~the ofprivate ~~$0.625~~placement ~~per~~of preferred share onissuances ~~its~~to ~~26,400 issued~~new and ~~outstanding~~existing ~~preferred~~investors ~~stock~~and ~~totaling $16,500~~shareholders. The ~~preferred~~ ~~stock~~Company ~~entitles the holders to receive a dividend equal to $0.625 per~~has ~~share~~developed ~~to be paid on~~ a ~~quarterly~~financial ~~basis.~~product, ~~Payment~~MX-Series ofand ~~dividends~~strongly onbelieves ~~common~~revenues ~~shares~~will inbe ~~the~~generated ~~future~~in ~~will~~the ~~depend~~next ~~upon~~quarter ~~our~~which ~~earnings,~~will ~~capital~~be ~~requirements,~~utilized ~~and~~to ~~other factors,~~support ~~which~~its ~~our~~plan ~~Board~~ of operations ~~Directors~~and ~~may~~future ~~deem~~growth ~~relevant~~plans.

On May 31, 2009, the Company paid dividends of $0.625 per share on its 26,400 issued and outstanding preferred stock totaling $16,500. The preferred stock entitles the holders to receive a dividend equal to $0.625 per share to be paid on a quarterly basis. Payment of dividends on common shares in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Cash flows from operating activities

Cash flows used in operating activities for the ~~six~~nine months ended ~~February~~May 2831, 2009 ~~were~~ were $~~218~~325,~~817~~741 ~~and~~as compared to $~~422~~459,~~430~~ 066 for the ~~six~~Nine months ended ~~February~~May 2931, 2008. The decrease in cash flows used in operating activities was due to reductions in the payment of investment in life insurance policies purchased and accounts payable and accrued liabilities during the ~~three~~nine months ended 28May ~~February~~31, 2009 as compared to the nine months ended May 31, 2008.

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.

-1110-

Our significant accounting policies are summarized in Note 3 of our financial statements filed with our August 31, 2008 10K ~~report~~filed with the SEC on December 15, 2008. 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.

The Company believes that the following discussion addresses the Company’s most critical accounting policies, which are those that are most important to the portrayal of the Company’s financial condition and results of operations and require management’s most difficult, subjective and complex judgments.

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.

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 of its operating unit, 1254450, for impairment at 31 August 2008 and 2007.

In order to determine if write down of goodwill was necessary, management utilized a two step process: (i) they compared the implied fair value of the reporting unit, 1254450, with its carrying amount of $35,269 and (ii) the estimated fair value of the reporting unit was performed using a valuation technique based on multiples of earnings.

The implied fair value of the reporting unit was compared with its carrying amount; and management has determined that the implied fair value of goodwill is $0 as at 31 August 2008 and as a result an impairment loss of $35,269 has been recognized in the statement of loss and comprehensive loss for the year ended 31 August 2008.

The Company cannot predict the occurrence of certain future events that might adversely affect the reported value of goodwill that totaled $0 at August 31, 2008. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on the Company’s customer base, or a material negative change in its relationships with significant customers.

Stock Based Compensation

In December 2004, the Financial Accounting Standard Board ("FASB") issued SFAS No. 123R, Share-Based Payment ("SFAS No. 123R). SFAS No. 123R establishes standards for the accounting for transaction in which an entity exchanges its equity instruments for goods for services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in shared-based payment transactions. SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued.

-11-

The warrants and stock options are valued using the Black-Scholes option pricing model using the following input variables and assumptions: exercise prices per share as noted above, stock price on the date of issuances; calculated volatility; calculated average term of maturity of five years; an estimated risk free rate based on the US treasury zero-coupon yield curve. The assumptions used by the Company in determining its stock based compensation may differ materially from actual results due to changing market and economic conditions, higher or lower calculated volatility rates or risk free rate of return. While the Company believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may materially affect the Company’s financial position or results of operations.

-12-

We cannot predict what future laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes in laws and regulations on a regular basis and update the assumptions and estimates used to prepare our financial statements when we deem it necessary.

We have not made any material changes to our critical accounting estimates or assumptions or the judgments affecting the application of those estimates or assumptions. We discuss our significant accounting policies, including those policies that are not critical, in Note 3 of our 10K Consolidated Financial Statements.

Off-Balance Sheet Arrangements

We do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

Item 4T. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer/Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our Chief Executive Officer/Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

~~Under~~Our ~~the~~Chief ~~supervision~~Executive ~~and~~Officer/Chief ~~with~~Financial ~~the~~Officer is ~~participation~~responsible offor ~~our management, including our~~establishing ~~principal executive officer~~ and ~~principal~~maintaining ~~financial~~adequate ~~officer,~~internal wecontrol ~~conducted~~over ~~an evaluation~~financial ofreporting ~~our disclosure controls and procedures,~~ (as ~~such term is~~ defined ~~under~~in Rule 13a-15(ef) ~~and Rule 15d-15(e) promulgated~~ under the ~~Securities~~ Exchange Act ~~of 1934, as amended (Exchange Act~~)~~, as of February 28, 2009~~. ~~Based~~Our oninternal ~~this~~control ~~evaluation,~~over ~~our principal executive officer and principal~~ financial ~~officers have concluded that our disclosure controls and procedures~~ ~~are~~reporting ~~effective~~is toa ~~ensure~~process ~~that~~designed ~~information required~~ to beprovide ~~disclosed~~reasonable byassurance usregarding in the ~~reports~~reliability weof ~~file~~financial orreporting ~~submit~~and ~~under~~ the ~~Exchange~~preparation ~~Act~~of isfinancial ~~recorded, processed,~~statements ~~summarized,~~for ~~and~~external ~~reported~~purposes ~~within the time periods specified~~ in ~~the~~accordance ~~Securities~~with ~~and Exchange~~accounting ~~Commission’s~~principles ~~rules and forms and that our disclosure and controls are~~generally ~~designed~~accepted ~~to ensure that information required to be disclosed by us~~ in the ~~reports~~ ~~that~~United we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosureStates.

~~MANAGEMENT’S~~Because ~~REPORT~~of ONits ~~INTERNAL~~inherent ~~CONTROL~~limitations, ~~OVER~~internal ~~FINANCIAL~~control ~~REPORTING~~over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

~~Management of~~Our ~~the Company is responsible for establishing and maintaining effective~~Chief ~~internal~~Executive ~~control~~Officer/Chief ~~over~~Financial ~~financial~~Officer ~~reporting~~evaluated asthe ~~defined~~effectiveness inof ~~Rule 13a-15(f) under~~ the ~~Exchange Act. The~~ Company’'s internal control over financial reporting ~~is designed~~as ~~to provide reasonable assurance to the Company’s management and Board~~ of ~~Directors~~May ~~regarding~~31, ~~the preparation and fair presentation of published~~2009. In ~~financial~~making ~~statements~~this inassessment, ~~accordance~~our ~~with~~Chief ~~United~~Executive ~~State’s~~Officer/Chief ~~generally accepted~~Financial ~~accounting~~Officer used ~~principles~~the ~~(US~~criteria ~~GAAP),~~set ~~including~~forth ~~those~~by ~~policies and procedures that: (i) pertain to~~ the ~~maintenance~~Committee of ~~records that, in reasonable detail, accurately~~Sponsoring ~~and~~Organizations ~~fairly reflect the transactions and dispositions~~ of the ~~assets~~Treadway ofCommission ~~the company,~~ (iiCOSO) ~~provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements~~ in ~~accordance~~Internal ~~with~~Control ~~US GAAP~~- ~~and that receipts and expenditures are being made only in accordance with~~Integrated ~~authorizations~~Framework. Based ofon ~~management~~this ~~and directors of the company~~evaluation, ~~and~~Our ~~(iii)~~Chief ~~provide~~Executive ~~reasonable~~Officer/Chief ~~assurance~~Financial ~~regarding~~Officer ~~prevention~~concluded orthat, ~~timely~~as ~~detection~~ of ~~unauthorized acquisition,~~May ~~use~~31, 2009, ~~or disposition of the company’s assets that could have a~~our ~~material~~internal ~~effect~~control onover ~~the~~ financial ~~statements~~reporting was effective.

~~Management~~(b) Changes in Internal ~~conducted~~Control anover ~~evaluation~~Financial ofReporting. There ~~the~~were ~~effectiveness~~no ofchanges in our internal control over financial reporting, ~~based~~as ondefined ~~the framework~~ in ~~Internal~~Rules ~~Control—Integrated~~13a-15(f) ~~Framework issued~~and by15d-15(f) ~~the~~under ~~Committee of Sponsoring Organizations of~~ the ~~Treadway~~Exchange ~~Commission. Management’s~~Act, ~~assessment~~during ~~included~~our anmost ~~evaluation~~recently ofcompleted ~~the design of our internal~~fiscal ~~control~~quarter ~~over~~that ~~financial~~have ~~reporting~~materially ~~and~~affected, ~~testing~~or ofare ~~the~~reasonably ~~operational~~likely ~~effectiveness~~to ofmaterially affect, our internal control over financial reporting. ~~Based on this assessment, Management concluded the Company maintained effective internal control over financial reporting as of February 28, 2009.~~

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.-12-

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

Changes in internal controls

We have not made any changes to our internal controls subsequent to the Evaluation Date. We have not identified any deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken.

-13-

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not aware of any litigation pending or threatened by or against the Company.

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

None.

Item 3. Defaults Upon Senior Securities.

None

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

None.

Item 5. Other Information.

None

Item 6. Exhibits and Reports of Form 8-K.

(a) Exhibits

31.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b) Reports of Form 8-K

~~-14-~~ None.

-13-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Signature	Title	Date
/s/ Bennett Kurtz	President, Chief Executive Officer and Chief Financial Officer, (Principal Accounting Officer )	~~April~~July 1416, 2009

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Filing Compare · MAXLIFE FUND CORP.