UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~December 416, ~~2009~~2010

MAXLIFE FUND CORP.

(Exact Name Of Registrant As Specified In Charter)

Wyoming		333-138298		98-0505734
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employee Identification No.)

45 Sheppard Avenue East, Suite 900

North York, Ontario

Canada M2N 5W9

(Address of Principal Executive Offices)

~~(866) 752~~416-~~5557~~200-0657

(Registrant’s Telephone Number, Including Area Code)

N/A

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

Copies to:

Gregg E. Jaclin, Esq.

Anslow & Jaclin, LLP

195 Rt. 9 South, 2nd Floor

Manalapan, NJ, 07726

Tel No.: (732) 409-1212

Fax No.: (732) 577-1188

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

~~Item 8~~On December 16, 2010, (the “Effective Date”) we executed a Life Settlement Portfolio Purchase and Sale Agreement (the “Agreement”) with Trinity Life Settlement, LLC (“Trinity” or the “Seller”).01 ~~Other~~Upon ~~Events~~completion of necessary funding we intend to purchase a portfolio of early life settlements for which the Seller has not received notice of the death of the insured(s) thereunder as of the Policy Closing. Pursuant to the Agreement, upon our purchase of the policies in the portfolio, Trinity will attach an annuity to each policy (the “Attachment”). In connection with the Attachment, Trinity will cover the premiums of the policies for the life of the insured.

OnAccording ~~August 4,~~to ~~2009~~the Agreement, ~~Maxlife~~Christiana ~~Fund~~Bank ~~Corp~~& Trust will serve as the Escrow Agent for the transactions set forth herein and all funds for the purchase of the policies shall be placed in an Escrow Account. We shall have a period of six (6) months from the Effective Date (the “~~Company~~Purchase Price Funding Period”) ~~announced~~to ~~that~~deposit ~~some~~the offull ~~its~~purchase ~~founding shareholders~~price. Pursuant ~~have~~to ~~agreed~~the Agreement, we are obligated to ~~cancel~~deposit a ~~total~~sum equal to twenty-five percent (25%) of 14the purchase price within three (3) months of the Effective Date (the “Partial Purchase Price”) or the Agreement shall automatically terminate. Additionally,~~050~~ if we timely make the Partial Purchase Price deposit but fail to deposit the full purchase price within the Purchase Price Funding Period,~~000~~ ~~shares~~the Seller shall be entitled to immediately terminate the Agreement and keep one hundred and fifty thousand dollars ($150,000) of the ~~Company's common~~funds ~~stock~~in the Escrow Account as reimbursement for the premium paid and other expenses (the “Reimbursement Fee”). In the event the Seller is entitled to the Reimbursement Fee, any sums in ~~order~~the Escrow Account in excess of the Reimbursement Fee shall be returned to ~~increase~~us. ~~overall~~Unless ~~shareholder~~terminated ~~value~~early ~~for~~in accordance with the ~~Company~~ above, the Agreement shall be valid for a ninety (90) day period commencing January 5, 2011.

~~Itamar Cohen~~A acopy ~~founding shareholder~~ of the ~~Company~~Life ~~has~~Settlement ~~agreed~~Portfolio toPurchase ~~cancel~~and ~~12,900,000 shares~~Sale ofAgreement and the ~~Company’s~~Press ~~common~~Release ~~stock. The~~announcing ~~Company may in~~ the ~~future issue~~Agreement ~~warrants~~is orincluded ~~options~~in tothis ~~purchase~~Form ~~shares~~8-K ofas ~~the~~Exhibit ~~Company’s common stock to Mr~~99.1 ~~Cohen~~and ~~in consideration for the cancellation of shares~~99.2, respectively.

574667 Ontario Limited a founding shareholder has agreed to cancel 1,150,000 shares of the Company’s common stock. The Company may in the future issue warrants or options to purchase shares of the Company’s common stock to 574667 Ontario Limited in consideration for the cancellation of shares.

A copy of the press release announcing the cancellation of the common shares is included in this Form 8-K as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 ~~Press~~ ~~Release~~Life Settlement Portfolio Purchase and Sale Agreement

99.2 Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized

	MAXLIFE FUND CORP.
Date: August 5, 2009	By:	/s/ Bennett Kurtz
Date: December 20, 2010	By:	/s/ Bennett Kurtz
		Bennett Kurtz
		President, Chief Executive Officer, Chief Financial Officer and Director

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