Axiologix
June 30, 2010
Via EDGAR
Barbara C. Jacobs
Assistant Director
Division of Corporate Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Dear Ms. Jacobs:
Re:
Axiologix Education Corporation (the “Company”)
Registration Statement on Form S-1
Filed May 26, 2010
File No. 333-167095
I am President of the Company and write this letter on behalf of the Company. Pursuant to Rule 477(a) of the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission (the "Commission") consent to the withdrawal of its Registration Statement on Form S-1 filed with the Commission on May 26, 2010 (SEC File No. 333-167095) along with any exhibits filed thereto (the "Registration Statement"). The Company also requests, in accordance with Rule 457(p) of the Securities Act, that all fees paid to the Securities and Exchange Commission in connection with the filing of the Registration Statement be credited for future use.
Such withdrawal is requested, as the Company is renegotiating the terms of its financing with the investor, Dutchess Private Equities Fund, Ltd. As a result, the Company determined that it should withdraw the Registration Statement. The Registration Statement has not been declared effective by the Commission.
Accordingly, we respectfully request that the Commission grant an order for the withdrawal of the Registration Statement and declare the withdrawal effective as soon as possible.
If you have any questions regarding this application, please contact our legal counsel, Faiyaz Dean at (206) 274-4598.
Yours truly,
Axiologix Education Corporation
Per: /s/ John P. Daglis
John P. Daglis
President & C.E.O.
English Creek Corporate Center, 501 Scarborough Drive; 3rd Floor, EHT, NJ 08234
TOLL FREE: 877.338.3723
MAIN OFFICE: 609.646.2005
FAX: 609.939.0717
&n bsp; www.axiologix.net