MAXLIFE FUND CORP (fka MXFD)

[petermic]

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On August 29, 2007, the Company entered into a Stock Purchase Agreement (the “Agreement”) with Brookdale Consulting Ltd, located at 11 C Lowers Dorset Street Dublin 1, Ireland (the “Purchaser”). Pursuant to the Agreement, the Company issued 170,068 shares of Common Stock par value $0.001 per share to the Purchaser at a purchase price of $2.94 per share for an aggregate value of $500,000.

Furthermore, for a period of six months from the date of Closing, the Company shall have the option of selling an additional $2,000,000 worth of the Company’s common stock with such shares to be valued at a premium of five (5%) percent above the average weighted trading price of the stock for the five trading days prior to the exercise of the option by the Company.

The Company intends to use the proceeds to purchase Life Settlement Policies. The Company is committed to accumulate a portfolio of Life Settlement Policies and becoming one of the leaders in the Life Settlement sector.