MAXLIFE FUND CORP.
160 TYCOS DRIVE, UNIT #12
TORONTO, ONTARIO M6B 1W8
(416) 200-0657
November 28, 2006
U.S. Securities & Exchange Commission
Office of Small Business
450 Fifth Street NW
Washington, D.C. 20549
Re: | Maxlife Fund Corp. | |
File No. 333-138298 |
Dear Sir/Madam:
Request is hereby made for the acceleration of the effective date of our Registration Statement on Form SB-2, File No. 333-138298, to 4:00 P.M. Eastern Standard Time on November 30, 2006, or as soon as practicable thereafter.
We are also aware that:
• Should the Commission or the staff, acting pursuant to a delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
• The action of the Commission or the staff, acting pursuant to a delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing;
• The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the Untied States.
Very truly yours,
MAXLIFE FUND CORP.
/s/ BENNETT KURTZ
PRESIDENT AND SECRETARY