Nicholas Stone
Max Nutrition, Inc.
8531 Santa Monica Blvd.
West Hollywood, CA 90069
310-360-9242
July 18, 2007
United States Securities
and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Company:
Max Nutrition, Inc.
Form:
SB2/A2 Registration Statement
File No.:
File No.: 333-141327
Dear Sirs and/or Madam:
This letter serves as our request, in accordance with Rule 461, for acceleration of the effectiveness of the above-referenced Registration Statement (filed pursuant to Form SB-2) to July 23, 2007 at 10:00 a.m., or as soon thereafter as practicable.
In that respect and in furtherance of our Acceleration Request, we herewith acknowledge that:
·
Should the Commission or the staff, acting pursuant to delegated authority, declare our 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 delegated authority, in declaring our filing effective, does not relieve Max Nutrition, , Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
·
Max Nutrition, Inc. may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
Max Nutrition, Inc.
/s/ Nicholas Stone
Nicholas Stone, President