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 ~~May~~November 3130, 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)

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.

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 o

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 x Non-Accelerated Filer o Smaller Reporting Company x o

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 ~~July~~January 1612, ~~2009~~2010: 3016,~~303~~253,168 shares of common stock.

MAXLIFE FUND CORP.

FORM 10-Q

~~May~~November 3130, 2009

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4T	Control and Procedures	12

PART II-- OTHER INFORMATION

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

SIGNATURE

Item 1. Financial Statements

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

~~Unaudited~~30 -NOVEMBER ~~See Review Engagement Report~~2009

~~31 MAY 2009~~3

-1-

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

AS AT

(Expressed in United States Dollars)

	31 May 2009 (Unaudited)			31 August 2008 (Audited)
	30 November 2009 (Unaudited)			31 August 2009 (Audited)
ASSETS
Current Assets
Cash	$	~~111,006~~-		$	~~500~~48,~~836~~917
Available-for-sale securities, at fair value, cost - $89,816 (31 August 2008 - $89,816)		144			2,313
Available-for-sale securities, at fair value (cost - $24,638, 31 August 2009-$24,638)		136			136
Total Current Assets		~~111,150~~136			~~503~~49,~~149~~053
Long Term Assets
Investment in life insurance policies		~~518~~550,~~597~~090			~~452~~533,~~955~~307
Investment in joint venture		-			1,250
Total Assets	$	550,226		$	582,360
Total Long Term Assets		518,597			454,205
Total Assets	$	629,747		$	957,354
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	28,443		$	28,084
Bank indebtedness	$	645		$	-
Management salary payable		112,500			30,000
Accounts payable and accrued liabilities		62,381			23,072
Advances from shareholder		3,814			4,694
Management salary payable		182,500			150,000
Total Liabilities		144,757			62,778
Advances from stockholder		3,789			3,813
Dividends payable on preferred stock		16,500			-
Total Liabilities		265,815			176,885
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 2009 - 26,400); non-voting; dividends of $0.625 paid on a quarterly basis; non-convertible; redeemable at the option of the Company after two years		660,000			660,000
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
Common stock $.001 par value; Authorized 200,000,000; Issued and outstanding 16,253,168 (31 August 2009 - 16,253,168)		16,253			16,253
Additional paid-in capital		1,~~086~~100,~~576~~626			~~961~~1,~~967~~100,626
Additional paid in capital - warrants		244,158			244,158
Accumulated other comprehensive loss		(~~106~~39,~~390~~062	)		(8541,~~206~~061	)
Deficit accumulated during the development stage		(1,~~429~~697,~~657~~564	)		(~~916~~1,~~646~~574,501	)
Total Stockholders' Equity		~~484~~284,~~990~~411			~~894~~405,~~576~~475
Total Liabilities and Stockholders' Equity	$	~~629~~550,~~747~~226		$	~~957~~582,~~354~~360

~~-2-~~The accompanying notes are an integral part of these financial statements.

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 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		57,405			37,611			311,310
Management salaries		37,500			-			134,002
General and administrative		34,097			71,944			227,245
Interest and bank charges		270			566			2,844
Stock based compensation		-			108,238			487,780
Loss (Gain) on foreign exchange		-			21			(10,999	)
TOTAL OPERATING EXPENSES		129,272			218,380			1,152,182
LOSS FROM OPERATIONS		(129,272	)		(218,380	)		(1,125,432	)
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		416			1,524			5,261
NET LOSS	$	(130,106	)	$	(216,856	)	$	(1,119,498	)
FOREIGN CURRENCY TRANSLATION ADJUSTMENT		(2,448	)		(863	)		(16,440	)
UNREALIZED LOSS ON AVAILABLE-FOR-SALE SECURITIES, NET OF DEFERRED TAXES		(255	)		(1,901	)		(89,950	)
COMPREHENSIVE LOSS	$	(132,809	)	$	(219,620	)	$	(1,225,888	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	0.00			(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		30,303,168			30,127,000

-3-

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Nine Months Ended 31 May 2009			For the Nine Months Ended 31 May 2008
	For the Three Months Ended 30 November2009			For the Three Months Ended 30 November 2008			For the Period from Inception (9 January 2006) to 30 November 2009
SALE OF POLICY		-			~~330,000~~-			330,000
COST OF PRODUCTS SOLD		-			303,250
COST OF POLICY SOLD		-			-			303,250
GROSS PROFIT		-			~~26,750~~-			26,750
EXPENSES
Management salaries		104,002			-
Professional fees		55,540			51,394			382,871
Interest and bank charges		490			878
Management salaries		37,500			30,000			209,078
General and administrative		8714,~~225~~476			904,~~034~~356			251,892
Professional fees		161,103			69,536
Interest and bank charges		514			136			3,619
Stock based compensation		~~124,610~~-			~~122~~124,~~488~~610			487,780
(Gain) Loss on foreign exchange		(13,582	)		4,889
(Gain) loss on foreign exchange		(953	)		4,085			(544	)
TOTAL OPERATING EXPENSES		~~463~~107,~~848~~077			~~287~~214,~~825~~581			1,334,696
LOSS FROM OPERATIONS		(~~463~~107,~~848~~077	)		(~~261~~214,~~075~~581	)		(1,307,946	)
LOSS ON INVESTMENT IN JOINT VENTURE		(1,250	)		-
REALIZED LOSS ON SALE OF AVAILABLE-FOR-SALE SECURITIES		-						(16,474	)
INTEREST INCOME		1,587			2,467
GOODWILL IMPAIRMENT LOSS		-			-			(35,269	)
NET LOSS	$	(463,511	)	$	(258,608	)
LOSS ON INVESTMENT IN JOINT VENTURE		-			-			(1,250	)
FOREIGN CURRENCY TRANSLATION ADJUSTMENT		(13,708	)		8,603
INTEREST INCOME		514			743			6,534
UNREALIZED LOSS ON AVAILABLE-FOR-SALE SECURITIES, NET OF DEFERRED TAXES		(7,475	)		(10,581	)
NET LOSS	$	(106,563	)	$	(213,838	)	$	(1,354,405	)
COMPREHENSIVE LOSS		(484,694	)		(260,586	)
FOREIGN CURRENCY TRANSLATION ADJUSTMENT		1,999			1,453			(14,560	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		(0.02	)		(0.01	)
UNREALIZED LOSS ON AVAILABLE-FOR-SALE SECURITIES, NET OF DEFERRED TAXES		-			(5,917	)		(24,502	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		30,303,168			30,127,000
COMPREHENSIVE LOSS	$	(104,564	)		(218,302	)		(1,393,467	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	0.00		$	(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		29,801,382			30,303,168

~~-4-~~The accompanying notes are an integral part of these financial statements.

MAXLIFE FUND CORP. AND SUBSIDIARY

(A Development Stage Company)

~~STATEMENTS~~CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in United States Dollars)

(Unaudited)

	NineMonths Ended 31 May 2009			Nine Months Ended 31 May 2008			For The Period From Inception to 31 May 2009
	For the Three Months Ended 30 November 2009			For the Three Months Ended 30 November 2008			For the Period from Inception (9 January 2006) to 30 November 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~463~~106,~~511~~563	)	$	(~~258~~213,~~608~~838	)	$	(1,~~119~~354,~~498~~405	)
Adjustment to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Goodwill impairment loss		-			-			35,269
Stock based compensation		~~124,610~~-			~~122~~124,~~488~~610			453,580
Unrealized loss on available-for-sale securities		~~(7,475~~-	)		-			(8988,~~950~~318	)
Equity issued to acquire 1254450 Ontario Limited		-			-			5,000
Equity issued to acquire 1255450 Ontario Limited		-			-			5,000
Issuance of common stock for services		-			-			75,200
Loss on investment in joint venture		-			-			1,250
Realization of loss on available for sale securities		-			-			57,973
Changes in operating assets and liabilities:
Available-for-sale securities		~~2,169~~-			16(5,~~305~~306	)		(~~144~~136	)
Purchase of insurance policies and capitalized premiums		(65,642	)		(25,540	)		(825,570	)
Proceeds on sale of policy		-			-			330,000
Accounts payable and accrued liabilities		358			(307,728	)		23,478
Purchase of insurance policies and capitalized premiums		(16,783	)		(40,933	)		(857,063	)
Management salary payable		82,500			-			112,500
Accounts payable and accrued liabilities		39,309			1,968			57,414
Loss on investment in joint venture		1,250			-			1,250
Management salary payable		32,500			30,000			182,500
Deferred taxes		-			(5,983	)		-
CASH USED IN OPERATING ACTIVITIES		(51,537	)		(103,499	)		(1,101,736	)
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	)
Capital contribution - joint venture		-			-			(1,250	)
Acquisition of 1254450 Ontario Limited		-			-			(21,739	)
Acquisition of 1255450 Ontario Limited		-			-			(21,739	)
NET CASH USED IN INVESTING ACTIVITIES		-			(1,250	)		(22,989	)
CASH FLOWS USED IN INVESTING ACTIVITIES		-			-			(22,989	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of preferred stock		-			180,000			660,000
Proceeds from bank indebtedness		645			-			645
Advances to shareholder		(880	)		(30,006	)		(27,780	)
Issuance of preferred stock		-			-			660,000
Financing fees		-			(8,000	)		(8,000	)
Advances to stockholder		(24	)		(776	)		(27,804	)
Issuance of common stock, net of deferred financing fees		-			-			591,100
Dividends paid		-			(16,500	)		(82,500	)
Dividends paid		(49,500	)		-			(66,000	)
Financing fees		-			-			(8,000	)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(50,380	)		141,994			1,149,320
Issuance of common stock		-			-			591,100
EFFECT OF FOREIGN CURRENCY TRANSLATION		(13,709	)		(1,978	)		(16,440	)
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES		621			(17,276	)		1,133,441
NET (DECREASE) INCREASE IN CASH		(389,830	)		(320,300	)		111,006
EFFECT OF FOREIGN CURRENCY TRANSLATION		1,999			1,453			(8,716	)
CASH, BEGINNING OF PERIOD		500,836			506,204			-
NET DECREASE IN CASH		(48,917	)		(119,322	)		-
CASH, END OF PERIOD	$	111,006		$	185,904		$	111,006
CASH, BEGINNING OF YEAR		48,917			500,836			-
CASH, END OF YEAR	$	-		$	381,514		$	-

~~-5-~~The accompanying notes are an integral part of these financial statements.

~~1.NATURE OF OPERATIONS~~6

~~MaxLife Fund Corp, Inc~~1. ~~(the~~NATURE ~~"Company")~~OF 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.OPERATIONS

2MaxLife Fund Corp, Inc.~~BASIS~~ (the "Company") was incorporated on 9 January 2006 under the OFlaws ~~PRESENTATION~~of the State of Wyoming.

The ~~accompanying~~Company ~~unaudited~~is ~~interim~~concentrating ~~financial~~on ~~statements~~three ~~have~~major ~~been~~components ~~prepared~~of ~~in accordance with accounting principles generally accepted in~~ the ~~United~~Life ~~States~~Settlement ofsector ~~America~~(i) ~~for~~to ~~interim~~generate ~~financial~~fee ~~information~~income ~~and~~by ~~the~~providing ~~SEC~~a ~~instructions~~turnkey toinvestment ~~Form~~solution ~~10 Q.~~for ~~Accordingly,~~accredited ~~they~~investors dowanting ~~not~~to ~~include~~own ~~all~~life ofinsurance ~~the~~policies, ~~information~~(ii) ~~and~~to ~~footnotes required~~obtain byownership ~~generally~~in ~~accepted~~companies ~~accounting~~in ~~principles for complete financial statements. In~~ the ~~opinion~~life ofsettlement ~~management,~~industry ~~all~~and ~~adjustments~~ (~~consisting of normal recurring accruals~~iii) ~~considered~~to ~~necessary~~build ~~for~~ a ~~fair presentation have been~~ ~~included. Operating~~large ~~results~~portfolio for ~~the~~institutional ~~three~~buyers ~~month~~and ~~period ended 31 May 2009 are not necessarily indicative of the results that may~~ be ~~expected~~involved ~~for~~as ~~the year~~an ~~ending 31 August 2009~~intermediary. ~~For~~ MaxLife ~~further~~is ~~information,~~positioning ~~refer~~itself to grow with the ~~financial~~ ~~statements~~industry and ~~footnotes~~expand ~~thereto~~its ~~included in the Company’s annual~~operation ~~report~~to onbecome ~~Form~~one ~~10-K~~of ~~for~~ the ~~year~~leaders ~~ended~~in 31the ~~August~~Life ~~2008~~Settlement sector.

32.~~RECENT ACCOUNTING~~ ~~PRONOUNCEMENTS~~BASIS OF PRESENTATION

InThe ~~March 2008,~~accompanying ~~the~~unaudited ~~FASB~~interim ~~issued~~financial ~~Statement~~statements ~~No.~~have ~~161,~~been ~~Disclosures~~prepared ~~about~~in accordance ~~Derivative~~with accounting principles generally accepted in the United States of ~~Instruments~~America for interim financial information and ~~Hedging~~the ~~Activities (“SFAS~~SEC ~~161”). SFAS~~instructions Noto Form 10-Q. ~~161~~Accordingly, ~~expands~~they do not include all of the ~~disclosure~~information ~~requirements~~and infootnotes ~~SFAS~~required by ~~No.~~generally ~~133,~~accepted ~~Accounting~~accounting principles for ~~Derivative~~complete financial statements. ~~Instruments~~In ~~and~~the ~~Hedging~~opinion ~~Activities~~of ~~about~~management, anall ~~entity’s~~adjustments ~~derivative~~(consisting of normal recurring ~~instruments~~accruals) ~~and~~considered ~~hedging~~necessary ~~activities~~for a fair presentation have been included. ~~Adopted~~Operating onresults ~~March~~for 1,the ~~2009,~~three ~~we currently~~month ~~have~~period noended ~~derivatives~~30 November ~~and~~2009 ~~hedging~~are ~~activities~~not ~~and~~necessarily soindicative of the ~~adoption~~results ofthat ~~SFAS~~may be expected Nofor the year ending 31 August 2010. ~~161 had~~ For nofurther ~~impact~~information, onrefer ~~our~~to the financial ~~condition,~~statements ~~results~~and offootnotes thereto included in the Company’s annual ~~operations~~report oron ~~cash~~Form ~~flows~~10-K for the year ended 31 August 2009.

~~In April~~Recent ~~2009,~~Accounting FASB issued FSP No. 107-1/APB 28-1, Interim Disclosures about Fair Value of Financial 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.Pronouncements

In ~~April~~June 2009, the Financial Accounting Standards Board (“FASB”) issued ~~FSP~~statement No. ~~115-2~~168, The ~~and~~FASB ~~FAS~~Accounting ~~124-2,~~Standards Codification ~~Recognition~~ and ~~Presentation~~The Hierarchy of ~~Other-Than-Temporary~~ ~~Impairments~~Generally Accepted Accounting Principles. ~~This~~ ~~FSP~~The ~~amends~~Codification became the ~~other-than-temporary~~ ~~impairment~~source ~~guidance~~of inauthoritative ~~U.S.~~generally accepted accounting principles (“GAAP”) ~~for~~recognized ~~debt~~by ~~securities~~the FASB to ~~make~~ ~~the~~be ~~guidance~~applied ~~more~~by nongovernmental ~~operational~~entities. Rules and tointerpretive ~~improve~~releases of the ~~presentation~~SEC ~~and~~under ~~disclosure~~authority of ~~the~~federal ~~other-than-temporary~~securities ~~impairments~~laws onare ~~debt~~also ~~and~~sources ~~equity~~of ~~securities in~~authoritative ~~the~~GAAP ~~financial~~for SEC ~~statements~~registrants. The ~~FSP~~Codification issupersedes ~~effective~~all ~~for~~existing ~~interim~~non-SEC ~~and~~accounting ~~annual~~and reporting ~~periods~~standards. ~~ending~~All ~~after~~other ~~June~~nongrandfathered ~~15,~~non-SEC ~~2009~~accounting literature not included in the Codification is nonauthoritative. ~~The~~ ~~Company~~GAAP is ~~currently~~not intended to be ~~analyzing~~changed ~~the~~as ~~impact~~a result of this ~~FSP~~statement, but will ~~have~~change onthe ~~its~~way ~~financial~~the guidance is organized and presented. During the current quarter, the Company has implemented the Codification in the consolidated financial statements by providing references to the Accounting Standards Codification (“ASC”) topics.

~~In May 2009, the FASB issued Statement No~~3. ~~165,~~INVESTMENT ~~Subsequent~~IN ~~Events~~INSURANCE (“SFAS 165”). SFAS 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.POLICIES

InAs ~~June 2009,~~at ~~the FASB issued Statement No. 168, The FASB Accounting Standards~~30 ~~Codification~~November ~~and~~2009 the ~~Hierarchy~~Company ofholds ~~Generally~~four ~~Accepted~~life ~~Accounting Principles~~insurance ~~(“SFAS~~policies ~~168”). SFAS~~with ~~168 will become the single~~carrying ~~source~~amounts of ~~authoritative nongovernmental U.S. generally accepted accounting principles (“GAAP”)~~$550,090 ~~superseding~~and ~~existing~~face ~~FASB,~~amounts ~~American~~totaling ~~Institute of Certified Public Accountants (“AICPA”)~~$2, ~~Emerging Issues Task Force (“EITF”)~~650, ~~and related accounting literature~~000. SFAS 168 reorganizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections. SFAS 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009. This will have an impact on the Company’s financial statements since all future references to authoritative accounting literature will be references in accordance with SFAS 168.

~~-6-~~4. ADVANCES FROM STOCKHOLDER

4The advances from the stockholder are non-interest bearing, unsecured and are due on demand.~~INVESTMENT~~ The carrying value of the advances approximates the market INvalue ~~INSURANCE~~due ~~POLICIES~~to the short-term maturity of the financial instruments.

As5. atPREFERRED ~~31 May 2009 the Company holds four life insurance policies with carrying amounts of $518,597 and face amounts totaling $2,650,000.~~STOCK

~~5.ADVANCES~~During ~~FROM~~the ~~STOCKHOLDER~~quarter ended 30 November 2009 the company declared dividends on its 26,400 (31 August 2009 - 26,400) issued and outstanding preferred stock totaling $16,000 (31 August 2009 - $66,000).

~~The advances from the stockholder are non interest bearing, unsecured and have no specific terms of repayment~~6. ~~The~~ ~~carrying~~COMMITMENT ~~value~~AND ofCONTINGENT ~~the advances approximates the market value due to the short term maturity of the financial instruments.~~LIABILITY

6The Company is contingently liable for the payment of the premiums due on the insurance policies as described in Note 3.~~PREFERRED~~ Although the individual ~~STOCK~~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 30 November 2009, the policies premiums were up to date and the policies were in good standing.

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.7

~~The preferred stock of the Company is currently offered in units (the "Unit")~~7. ~~Each~~ ~~Unit~~FAIR ~~consists~~VALUE ofOF ~~1,200~~FINANCIAL 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:INSTRUMENTS

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

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.

-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.

8.SUPPLEMENTAL CASH FLOW INFORMATION

During the three months 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.

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.

9.INVESTMENT IN JOINT VENTURE

During the quarter, MaxLife CGP Partners, LLC (the “Joint Venture”) executed a Limited Liability Company Certificate of Cancellation with the State of California Secretary of State and completed the dissolution of MaxLife CGP Partners, LLC. As result of dissolution, the Company has written down their investment in the Joint Venture during the quarter and reported a loss on investment in joint venture of $1,250 on the Statement of Operations.

10.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.

~~11. COMMITMENT AND CONTINGENT LIABILITY~~8

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 31 May 2009, the policies premiums were up to date and the policies were in good standing.

-8-

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 on behalf of clients and partners. Such partners include banks, hedge funds, investment funds and sophisticated investors. We will be sourcing new ~~relationships~~ 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~~ 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~~have ~~prepare~~shifted ~~advertisements~~our ~~and~~business ~~information~~structure ~~material~~toward toa ~~disseminate~~business tomodel ~~our~~which ~~network~~focuses ofon ~~brokers~~acquisition ~~with~~or ~~the~~funding ~~intention~~of life policies of ~~ramping~~individuals upon ~~purchases~~behalf of ~~policies~~strategic buyers. MaxLife ~~With~~is ~~funds obtained~~looking ~~from~~to ~~banks~~generate ~~and~~fees ~~investment~~by ~~funds~~facilitating wesuch transactions. ~~will~~We beare inno alonger ~~position~~looking to purchase ~~and~~ ~~administer~~or fund life policies ~~and~~of individuals ~~portfolios~~for our own inventory. WeOur ~~will~~goal also ~~look~~is to ~~offer~~earn fees by administering a ~~product~~large number of policies on behalf of clients and funds and ~~which~~earning ~~gives~~a ~~investors~~management and performance fee. In this regards, the ~~security~~current ~~they~~inventory of ~~require~~Life ~~and~~Settlement wepolicies that MaxLife owns will ~~charge~~also be put up for ~~our expertise~~sale and MaxLife ~~services~~will ofmaintain ~~sourcing,~~an ~~buying~~performance ~~and~~fee ~~monitoring~~as ~~their~~to future occurrences with such ~~investments~~policies.

~~-9-~~We will continue to negotiate the sale of certain existing policies currently owned. We have negotiated a Letter of Intent in the first quarter of 2010 to sell certain policies currently owned. We anticipate final closing of this transaction to occur during the second quarter of 2010. This will further enable the company to be properly fund and carry forth its business plan and plan of operations.

We will prepare advertisements and information material to disseminate to our network of brokers with the intention of ramping up purchases of policies for clients and partners. With funds obtained from banks and investment funds we will be in a position to purchase and administer policies and portfolios on their behalf and thereby earn fees for administration and profit participation. We will also look to offer a product which gives investors the security they require in these times and we will charge for our expertise and services of sourcing, buying and monitoring their investments.

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.

During the previous quarter the Company 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 few quarters from setting up Trusts and purchasing policies on behalf of clients and partners, which will be utilized to support its plan of operations and future growth plans.

During the three months ended November 30, 2009 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.

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

Results of Operations

Comparative Analysis for the ~~Nine~~three months ended ~~May~~November 3130, 2009 and ~~May 31,~~ 2008:

~~Revenue~~General and administrative expenses for the ~~nine~~three months ended ~~May~~November 3130, 2009 ~~was~~ were $~~Nil~~14,476 asand ~~compared to~~ $~~330~~4,~~000~~356 for the ~~nine-~~three months ~~period~~ ended ~~May~~November 3130, 2008. ~~Cost~~The ofincrease ~~policy~~during ~~sold for~~ the ~~nine~~three months ended ~~May~~November 3130, 2009 was ~~$Nil~~primarily ~~and~~attributable ~~$303,250 for~~to ~~the nine months~~increases ~~period~~in ~~ended~~payments ~~May~~for 31travel, ~~2008. Gross Profit for the nine~~administrative ~~months~~office ~~ended~~expenses ~~May~~and ~~31,~~directors ~~2009~~and ~~was~~officers ~~$Nil~~insurance ~~and~~incurred ~~$26,750~~in ~~for~~ the ~~nine months period~~business ~~ended May 31, 2008~~operations.

Professional fees for the ~~nine~~three months ended ~~May~~November 3130, 2009 were $~~161~~55,~~103~~540 and ~~$69~~51,~~536for~~394 ~~the~~for ~~nine~~the three months ended ~~May~~November 3130, 2008. These fees are attributable to legal, accounting, tax, consulting ~~(including IT services for contacts)~~ and auditing services. The ~~increase~~small increase in professional fees ~~were~~was attributable to the increase in ~~accounting~~ consulting, tax, accounting ~~valuation~~fees and ~~disclosure~~additional ~~requirements~~instances of ~~equity instruments including stock options, stock warrants, a~~ preferred stock ~~issuances,~~dividend ~~tax~~payments ~~advisory, and IT consulting services~~ during the ~~nine~~three months ended ~~May 31~~November 30, 2009.

Stock based compensation for the three months ended November 30, 2009 were Nil and $124,610 for the three months ended November 30, 2008. The decrease in stock based compensation was due to a reduced residual balance for amortization of stock options which commenced in April 2008.

For the three months ended November 30, 2009, we had a net loss of $106,563 and net loss of $213,838 for the three months ended November 30, 2008. The decrease in operating expenses during the three months ended November 30, 2009 was due to lower general and administrative expenses and stock based compensation expenses during the period.

During the three months ended November 30, 2009 and three months ended November 30, 2008, we had no provision for income taxes due to the net operating losses incurred.

Capital Resources and Liquidity

AtWe ~~May~~are ~~31,~~still ~~2009,~~in wethe ~~had~~process ~~a working capital deficiency~~ of ~~$33,607. It~~developing ~~is the intent of management~~ and ~~significant~~implementing ~~stockholders,~~our ifbusiness ~~necessary,~~plan ~~to provide sufficient working capital necessary to support~~ and ~~preserve the integrity of the corporate~~ ~~entity. However,~~raising ~~there is no legal obligation for either management or significant stockholders to provide~~ additional ~~future funding~~capital. ~~Subsequent~~ toAs ~~May 31~~such, ~~2009~~management ~~the Company has entered into discussions with an investor and received a term sheet to provide financing arrangements. The Company~~ is ~~currently~~taking ~~reviewing~~action ~~this term sheet financing. The Company wishes~~ to ~~raise financing that is most beneficial to shareholders, which is~~obtain ~~expected~~additional ~~in the next quarter or two~~funding.

~~Additional~~At ~~financing~~November is30, ~~available~~2009, towe ~~the~~had ~~Company~~negative ~~through~~working ~~the~~capital ~~private~~of ~~placement~~approximately $265,679. It is the intent of ~~preferred~~management and significant stockholders, if necessary, to ~~share~~provide ~~issuances~~sufficient working capital necessary to ~~new~~support and ~~existing~~preserve ~~investors~~the integrity ~~and~~of ~~shareholders~~the corporate entity. ~~The~~However, ~~Company~~there ~~has~~is no legal obligation for ~~developed~~either amanagement ~~financial~~or ~~product,~~significant ~~MX-Series~~stockholders ~~and~~to ~~strongly~~provide ~~believes~~additional ~~revenues~~future funding. ~~will~~We behave implemented a preferred share unit offering consisting of ~~generated~~preferred inshares ~~the~~plus ~~next~~warrants. ~~quarter~~The ~~which~~unit offering will be ~~utilized~~continued to ~~support~~be offered ~~its~~in ~~plan~~order ~~of operations~~to ~~and~~obtain ~~future~~the ~~growth~~financing ~~plans~~we require.

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.10

During the last quarter the Company 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 within the next few quarters which will be utilized to support its plan of operations and future growth plans.

Management is also negotiating the sale of certain insurance policies currently owned. The sale of these policies will provide additional working capital requirements to the company and will assist is developing and implementing its business plan.

Cash flows from operating activities

Cash flows used in operating activities for the ~~nine~~three months ended ~~May~~November 3130, 2009 ~~were~~ were $~~325~~51,~~741 as~~537 ~~compared~~and to $~~459~~103,~~066~~ 499 for the ~~Nine~~three months ended ~~May~~November 3130, 2008. The decrease in cash flows used in operating activities was primarily due to ~~reductions~~an ~~in the~~increase ~~payment of investment~~ in ~~life insurance policies purchased and~~ accounts payable ~~and accrued liabilities~~ during the ~~nine~~three months ended November ~~May 31~~30, 2009 ~~as compared to the nine months ended May 31, 2008~~.

Cash flows from investing activities

There were no cash flows used in investing activities for the three months ended November 30, 2009 and for the three months ended November 30, 2008.

Cash flows from financing activities

During the three months ended November 30, 2009, the Company declared quarterly dividends of $0.625 per share annually on its 26,400 issued and outstanding preferred stock totaling $16,500.

We will ensure that shareholder value is maximized, that our business plan is being implemented properly and the Company will be in a position to trade policies and capitalize on their previous purchases.

MaxLife is also reviewing other financing options as lines of credits or asset based loans to coincide with the equity raised.

Critical Accounting Policies

~~MaxLife~~Max Life’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United ~~States~~ 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 ofif 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.

~~-10-~~Refer to Note 3 of our August 31, 2009 audited financial statement, which summarizes our significant accounting policies. 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 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 significant accounting policies are summarized in Note 3 of our financial statements filed with our August 31, 2008 10K 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~~with ~~Financial~~ASC ~~Accounting Standards Board Staff Position No. FTB 85~~325-~~4-1~~30, ~~Accounting~~Investments ~~for~~in ~~Life Settlement~~Insurance Contracts ~~by Third-Party Investors (FSP FTB 85-4-1)~~. Under ~~FSP~~ASC ~~FTB 85~~325-~~4-1~~30 ~~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~~11

~~Goodwill~~(policy ispremiums and direct external costs, if any) to keep the ~~residual~~policy ~~amount~~in ~~that~~force ~~results~~shall ~~when~~be capitalized. Under the ~~purchase~~fair ~~price~~value ofmethod, an ~~acquired~~investor shall recognize ~~business~~the ~~exceeds~~initial investment at the ~~sum~~purchase ofprice. In subsequent periods, the ~~amounts~~investor ~~allocated~~shall toremeasure the ~~tangible~~investment ~~and~~at ~~intangible~~fair value in its entirety at ~~assets~~each ~~acquired,~~reporting ~~less~~period ~~liabilities~~and ~~assumed,~~shall ~~based~~recognize onchange in fair ~~values~~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.

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~~ASC ~~2004,~~718 ~~the Financial Accounting Standard Board ("FASB") issued SFAS No.~~– ~~123R,~~Stock ~~Share-Based Payment ("SFAS No. 123R). SFAS No. 123R~~ Compensation 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~~ASC ~~No.~~718 ~~123R~~– ~~focuses~~Stock Compensation focuses primarily on accounting for transactions in which an entity obtains employee services in shared-based payment transactions. ~~SFAS~~ASC ~~No.~~718 ~~123R~~– ~~requires~~Stock Compensation 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.

In June 2009, the FASB approved SFAS No. 168, The FASB Accounting Standards Codification and The Hierarchy of Generally Accepted Accounting Principles. The Codification became the source of authoritative generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification supersedes all existing non-11SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification is nonauthoritative. GAAP is not intended to be changed as a result of this statement, but will change the way the guidance is organized and presented. The pronouncement is effective for financial statements issued for interim and annual periods ending after 15 September 2009. We have adopted the new Codification for the current quarter. The adoption did not have a material impact on the Company’s consolidated financial statements.

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.

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.procedures

~~Our~~Under ~~Chief~~the supervision and with the participation of our management, including our President, Chief Executive Officer/, Chief Financial Officer is, ~~responsible~~Principal Accounting ~~for~~Officer ~~establishing~~ and ~~maintaining~~Director ~~adequate~~(the ~~internal~~“Certifying ~~control~~Officer”) ~~over~~we ~~financial~~evaluated ~~reporting~~the effectiveness of the design and operation of our disclosure controls and procedures (as defined in ~~Rule~~Rules 13a-15(fe) under the Securities Exchange Act of 1934 (the “Exchange Act”)). ~~Our~~Based ~~internal~~upon ~~control~~that ~~over~~evaluation, ~~financial~~the Certifying Officer ~~reporting~~concluded isthat, aas ~~process~~of ~~designed~~the toend ~~provide~~of ~~reasonable~~the ~~assurance~~period ~~regarding~~covered ~~the reliability~~by ofthis ~~financial~~report, ~~reporting~~our disclosure controls and ~~the~~procedures ~~preparation~~were ofnot ~~financial~~effective. ~~statements~~We and our auditors ~~for~~identified ~~external~~material ~~purposes~~weaknesses discussed below in ~~accordance~~the ~~with~~Report ~~accounting~~of ~~principles~~management ~~generally~~on ~~accepted~~internal incontrol ~~the~~over ~~United~~financial ~~States~~reporting.

~~Because~~Report of ~~its~~Management ~~inherent~~on ~~limitations,~~Internal ~~internal~~Control ~~control~~ over ~~financial~~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.Reporting

Our ~~Chief~~ ~~Executive~~management ~~Officer/Chief~~is ~~Financial~~responsible ~~Officer~~for ~~evaluated~~establishing ~~the~~and ~~effectiveness~~maintaining ofadequate ~~the Company's~~ internal control over financial reporting as ofdefined ~~May~~in ~~31,~~Rules ~~2009. In~~13a-15(f) under the ~~making~~Exchange ~~this~~Act. ~~assessment,~~Our ~~our~~internal ~~Chief~~control ~~Executive~~over ~~Officer/Chief~~financial ~~Financial Officer used~~reporting ~~the~~is ~~criteria~~designed ~~set~~to provide ~~forth~~reasonable byassurance regarding the ~~Committee~~reliability of ~~Sponsoring~~financial reporting ~~Organizations~~and of the ~~Treadway~~preparation ~~Commission~~of ~~(COSO)~~financial instatements ~~Internal~~for ~~Control~~external -purposes ~~Integrated Framework. Based~~in ~~on this evaluation, Our Chief Executive~~accordance ~~Officer/Chief~~with ~~Financial~~U.S. ~~Officer~~generally ~~concluded~~accepted ~~that,~~accounting asprinciples. ofOur ~~May 31, 2009, our~~ internal control over financial reporting ~~was~~includes ~~effective.~~those policies and procedures that:

(b) Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.12

~~-12-~~(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement to the Company's annual or interim financial statements will not be prevented or detected.

In the course of management's assessment, we have identified the following material weaknesses in internal control over financial reporting:

Segregation of Duties – As a result of limited resources, we did not maintain proper segregation of incompatible duties. Namely the lack of an audit committee, an understaffed financial and accounting function, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls. The effect of the lack of segregation of duties potentially affects multiple processes and procedures.

-	Maintenance of Current Accounting Records – This weakness specifically affects the payments and purchase cycle and therefore we failed to maintain effective internal controls over the completeness and cut off of accounts payable, expenses and other capital transactions.

-	Application of GAAP – We did not maintain effective internal controls relating to the application of generally accepted accounting principles in accounting for transactions in a foreign currency.

We are in the continuous process of improving our internal control over financial reporting in an effort to eliminate these material weaknesses through improved supervision and training of our staff, but additional effort is needed to fully remedy these deficiencies. Management has engaged a Certified Public Accountant as a consultant to assist with the financial reporting process in an effort to mitigate some of the identified weaknesses. The Company is still in its development stage and intends on hiring the necessary staff to address the weaknesses once full operations have commenced.

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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

~~Currently we~~We are currently not ~~aware~~involved ofin any litigation ~~pending~~that we believe could have a material adverse effect on our financial condition or ~~threatened~~results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or ~~against~~body pending or, to the knowledge of the executive officers of our company or any of our ~~Company~~subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended August 31, 2009, filed with the SEC on November 30, 2009.

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.

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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 )~~	~~July~~January 1614, ~~2009~~2010
	and Chief Financial Officer, (Principal Accounting Officer )

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