SecProbe.io

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 ANAVEX LIFE SCIENCES CORP.
630 5th Avenue, 20th Floor

 New York, NY USA 10111

 July 21, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549

 Attn: Jessica Dickerson

 Re:
 Anavex Life Sciences Corp.

 Request for Acceleration of Registration Statement on Form S-3

 File No. 333-288661

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Anavex Life Sciences Corp., a Nevada corporation (the " Company "), hereby requests
acceleration of the effectiveness of its Registration Statement on Form S-3 (File No. 333-288661), filed with the U.S. Securities
and Exchange Commission on July 14, 2025, to 4:00 P.M. ET on July 23, 2025 or as soon thereafter as practicable.

 Please direct any questions or
comments regarding this filing to Clayton Parker, Esq. at (305) 794-6293 or Clayton.Parker@klgates.com of K&L Gates LLP, legal counsel
to the Company.

 Sincerely,

 /s/ Christopher Missling, PhD

 Christopher Missling, PhD
Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 21, 2025

Christopher Missling
Chief Executive Officer
Anavex Life Sciences Corp.
630 5th Avenue, 20th Floor
New York, NY 10111

 Re: Anavex Life Sciences Corp.
 Registration Statement on Form S-3
 Filed July 14, 2025
 File No. 333-288661
Dear Christopher Missling:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Erin L. Fogarty, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 12, 2022
Sandra Boenisch
Principal Financial Officer
ANAVEX LIFE SCIENCES CORP.
630 5th Avenue, 20th Floor
New York , NY 10111
Re:ANAVEX LIFE SCIENCES CORP.
10-K filed November 24, 2021
File No. 001-37606
Dear Ms. Boenisch:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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ANAVEX
LIFE SCIENCES CORP.

630
5th Avenue, 20th Floor

New York, NY 10111

August
10, 2022

VIA
EDGAR

United
States Securities and Exchange Commission Division of Corporation Finance

100
F. Street, N.E. Washington, DC 20549

Attention:	             Jeanne
Baker

Terence
O’Brien

Re:         	Anavex
Life Sciences Corp.

Form
10-K for Fiscal Year Ended September 30, 2021

Filed November 24, 2021

File
No. 001-37606

Dear
Ms. Baker and Mr. O’Brien:

Anavex
Life Sciences Corp. (the “Company”) is responding to the comment letter dated July 29, 2022 from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect
to the above-referenced filing. For your convenience, we have reproduced the Staff’s comment below in bold, followed by
the Company’s response.

Form
10-K for Fiscal Year Ended September 30, 2021

Management’s
Discussion and Analysis Year Ended September 30, 2021, page 39

1.
Given the importance of your research and development expenses to your operations, please provide disaggregated disclosures
by product candidate or by nature of expenses incurred if you do not track these expenses by product candidate. If you do not
track expenses separately by product candidate, please disclose this fact.

The
Company will provide the disaggregated disclosures by product candidate in its upcoming Form 10-K for the fiscal year ended September
30, 2022. The Company respectfully requests that it be permitted to provide such information prospectively since the Company engaged
Grant Thornton as the Company’s independent registered public accounting firm on March 3, 2022 and dismissed BDO USA LLP
(“BDO”) on March 1, 2022. BDO was the Company’s independent registered public accounting firm for the Company’s
Form 10-K for the fiscal year ended

August
10, 2022

Page
2

September
30, 2021. Providing such information retroactively would result in significant cost and expense to the Company as the Company
would be required to attempt to reengage BDO in connection with providing such information.

If
you have any additional questions or comments, please do not hesitate to contact me at 1-844- 689-3939 or sboenisch@anavexcorp.com

Very truly yours,

/s/Sandra Boenisch

Sandra Boenisch

Principal Financial Officer

cc: Clayton E. Parker, K&L
Gates LLP

United States securities and exchange commission logo
July 29, 2022
Sandra Boenisch
Principal Financial Officer
ANAVEX LIFE SCIENCES CORP.
630 5th Avenue, 20th Floor
New York , NY 10111
Re:ANAVEX LIFE SCIENCES CORP.
10-K filed November 24, 2021
File No. 001-37606
Dear Ms. Boenisch:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2021
Managment's Discussion and Analysis
Year Ended September 30, 2021, page 39
1.Given the importance of your research and development expenses to your operations,
please provide disaggregated disclosures by product candidate or by nature of expenses
incurred if you do not track these expenses by product candidate. If you do not track
expenses separately by product candidate, please disclose this fact.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-
3355 with any questions.

 FirstName LastNameSandra Boenisch
 Comapany NameANAVEX LIFE SCIENCES CORP.
 July 29, 2022 Page 2
 FirstName LastName
Sandra Boenisch
ANAVEX LIFE SCIENCES CORP.
July 29, 2022
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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ANAVEX LIFE SCIENCES CORP.

51 W. 52nd Street, 7th Floor

New York, NY 10019-6163

July 12, 2019

VIA EDGAR

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attn: Michael Killoy

    Re:
    Anavex Life Sciences Corp.

    Request for Acceleration of Registration Statement on Form S-3

    File No. 333-232550

Ladies and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933, as amended, Anavex Life Sciences, Corp., a Nevada corporation (the “Company”),
hereby requests acceleration of the effectiveness of its Registration Statement on Form S-3 (File No. 333-232550), filed with
the U.S. Securities and Exchange Commission on July 3, 2019, to 4:00 P.M. ET on July 15, 2019 or as soon thereafter as practicable.

Please direct any
questions or comments regarding this filing to Clayton Parker, Esq. at (305) 794-6293 of K&L Gates LLP, legal counsel to the
Company.

    Sincerely,

        /s/ Christopher Missling, PhD

        Christopher Missling, PhD

        Chief Executive Officer

July 11, 2019
Christopher Missling
Chief Executive Officer
Anavex Life Sciences Corp.
51 West 52nd Street, 7th Floor
New York, NY 10019-6163
Re:Anavex Life Sciences Corp.
Registration Statement on Form S-3
Filed July 3, 2019
File No. 333-232550
Dear Mr. Missling:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Killoy at 202-551-7576 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

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ANAVEX LIFE SCIENCES CORP.

51 W. 52nd Street, 7th Floor

New York, NY 10019-6163

June 9, 2017

VIA EDGAR

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attn: Hillary Daniels

    Re:
    Anavex Life Sciences Corp.

    Request for Acceleration of Registration Statement on Form S-3

    File No. 333-218292

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Anavex Life Sciences Corp., a Nevada corporation
(the “Company”), hereby requests acceleration of the effectiveness of its Registration Statement on Form S-3
(File No. 333-218292), filed with the U.S. Securities and Exchange Commission on May 26, 2017, to 4:00PM ET on June 12, 2017
or as soon thereafter as practicable.

Please direct any
questions or comments regarding this filing to Clayton Parker, Esq. at (305) 794-6293 of K&L Gates LLP, legal counsel to the
Company.

    Sincerely,

        /s/ Christopher Missling, PhD

        Christopher Missling, PhD

        Chief Executive Officer

Mail Stop 3561

June 9, 2017

Via E -mail
Christopher Missling, PhD
Chief Executive Officer
Anavex Life Sciences Corp.
51 West 52nd Street, 7th Floor
New York, NY 10019 -6163

Re: Anavex Life Sciences Corp.
  Registration Statement on Form S-3
Filed  May 26, 2017
  File No.  333-218292

Dear Dr. Missling :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Hillary Daniels at (202) 551 -3959  with any questions.

Sincerely,

/s/ Pamela Howell
for

 John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Clayton E. Parker, Esq.
 K&L Gates LLP

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ANAVEX LIFE SCIENCES CORP.

51 W. 52nd Street, 7th Floor

New York, NY 10019-6163

September 1, 2016

VIA EDGAR

Mr. John Reynolds

Assistant Director

United States Securities and Exchange Commission

100 F. Street, N.E.

Mail Stop 3561

Washington, DC 20549

 Re: Anavex Life Sciences Corp.

Request for Acceleration of Registration Statement on Form S-3

  Initially Filed October 26, 2015

  File No. 333-207600

Dear Mr. Reynolds:

In accordance with
Rule 461 under the Securities Act of 1933, Anavex Life Sciences Corp., a Nevada corporation (the “Company”),
hereby requests acceleration of the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-207600)
(the “Registration Statement”), which was initially filed with the U.S. Securities and Exchange Commission (the
“Commission”) on October 26, 2015, as amended on August 18, 2016, August 26, 2016 and August 31, 2016. The Company
respectfully requests that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on September 6,
2016, or as soon as practicable thereafter.

The Company acknowledges the following:

 · should the Commission or the staff, acting pursuant to 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 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; and

 · 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 laws of the United States.

Please direct any
questions or comments regarding this filing to Clayton E. Parker, Esq. at (305) 539-3306 of K&L Gates LLP, outside securities
counsel to the Company.

    Very truly yours,

    /s/Christopher Missling, PhD

    Christopher Missling, PhD

    Chief Executive Officer

Cc: Ronald E. Alper, U.S. Securities and Exchange Commission

       Pam
Howell, U.S. Securities and Exchange Commission

CORRESP
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Anavex Life Sciences Corp.

51 West 52nd Street, 7th Floor

New York, NY 10019-6163

August 30, 2016

John Reynolds

Assistant Director

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Tel: (202) 551-3715

 Re: Anavex Life Sciences Corp.

Amendment No. 2 to Registration Statement on Form S-3

Filed August 26, 2016

File No. 333-207600

Dear Mr. Reynolds:

Anavex Life Sciences
Corp. (the “Company”) confirms receipt of the letter dated August 30, 2016 from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the August 26, 2016 filing
of the Company’s Amendment No. 2 to the registration statement on Form S-3 (the “Registration Statement”).
We are responding to the Staff’s comments as set forth below. The Company’s responses to the Staff’s comments
are in identical numerical sequence. For the convenience of the Staff, the comment is repeated verbatim with the Company’s
response immediately following:

The Lincoln Park Transaction, page
18

 COMMENT 1: We
reissue prior comment 3. Please disclose the impact of the 2013 Lincoln Park resales on the market price of the company’s
stock. Please provide the basis for your statement that the sales did not have any discernable effect on the company’s stock
price. It appears that the stock price decreased after the effectiveness of the Form S-1 registering the resale of the Lincoln
Park shares.

 RESPONSE: The
                                         Company announced the purchase agreement with Lincoln Park Capital Fund, LLC (“LPC”)
                                         on July 8, 2013. The market price of the Company’s common stock closed at $0.58
                                         on such date. The registration statement on Form S-1 went effective on October 23, 2013
                                         and the market price of the Company’s common stock was $0.55. The market price
                                         dipped to $0.50 on November 5, 2013. During the period from October 23, 2013 to November
                                         5, 2013, LPC was issued 75,489 shares, which represented approximately 0.81% of the Company’s
                                         outstanding shares of common stock as at October 23, 2013.

U.S. Securities and Exchange Commission

August 30, 2016

Page 2

Ninety percent of the shares sold
to LPC occurred during the period from July 13, 2015 through October 8, 2015. During this period, the Company’s stock price
increased from $2.12 ($0.53) to $7.99 ($1.98). We believe that the increase in the Company’s stock price in 2015 was due
to numerous factors in addition to the LPC transaction. As a result, we believe the conclusion that the LPC transaction had no
discernible effect on the Company’s stock price is a reasonable conclusion. However, we would propose adding language substantially
similar to the following language to the S-3 registration statement:

During the 2-week period subsequent to the effective date of the registration statement on Form S-1 relating to the 2013 LPC transaction, there
was a decrease in the market price of the Company’s common stock. During this period, the Company issued 75,489 shares
of common stock to LPC, which represented 0.81% of the Company’s issued and outstanding shares as of the effective
date.

*********************************

In addition, we acknowledge
that we are responsible for the accuracy and adequacy of the disclosures made.  We formally acknowledge that:

• The
adequacy and accuracy of the disclosure in filing is the responsibility of the Company.

• Staff
comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect
to the filing.

• The
Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

 	We trust this
response satisfactorily responds to your request. Should you require further information, please contact our legal counsel Clayton
E. Parker, Esq. of K&L Gates LLP at 305.539.3306.

               Sincerely,

               ANAVEX
LIFE SCIENCES CORP.

               /s/ Christopher Missling, PhD.

               Name: Christopher Missling, PhD.

               Title: Chief Executive Officer

cc:	Clayton E. Parker, Esq. of K&L Gates LLP

Mail Stop 3561

August 30, 2016

Christopher Missling, PhD
Chief Executive Officer
Anavex Life Sciences Corp.
51 West 52nd Street, 7th Floor
New York, NY 10019 -6163

Re: Anavex Life Sciences Corp.
  Amendment No. 2 to Registration Statement on Form S-3
Filed August 26, 2016
  File No. 333 -207600

Dear Dr. Missling:

We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comm ents.  Unless we note
otherwise, our references to prior comments are to comments in our August 25 , 2016 letter.

The Lincoln Park Transaction, page 18

1. We reissue prior comment 3.  Please disclose the impact of the 2013 Lincoln Park resales
on the market price of the company’s stock.  Please provide the basis for your statement
that the sales did not have any discernable effect on the company’s stock pric e.  It
appears that the stock price decreased after the effectiveness of the Form S -1 registering
the resale of the Lincoln Park shares.

Christopher Missling, PhD
Anavex Life Sciences Corp.
August 30, 2016
Page 2

 Please contact Ronald E. Alper at (202) 551 -3329 or Pam Howell  at (202) 551 -3357 with
any questions.

Sincerely,

 /s/ Pamela Howell
 for

 John Reynolds
Assistant Director
Office of Beverages, Apparel and
Mining

cc: Clayton Parker, Esq.
      K&L Gates LLP

Mail Stop 3561

August 25, 2016

Christopher Missling, PhD
Chief Executive Officer
Anavex Life Sciences Corp.
51 West 52nd Street, 7th Floor
New York, NY 10019 -6163

Re: Anavex Life Sciences Corp.
  Amendment No. 1 to Registration Statement on Form S-3
Filed August 18, 2016
  File No. 333 -207600

Dear Dr. Missling:

We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments .  Unless we note
otherwise, our references to prior comments are to comments in our November 20, 201 5 letter.

General

1. We note your response to comment 2.  You state that approximately 23.5 million shares
were sold pursuant to the registration statement filed in July 2014.  We note that only 11
million shares were registered pursuant to that registration statement.  Please advise.  In
addition, please tell us whether you filed an Item 3.02 current report on Form 8 -K for the
25,784,409 shares that were iss ued pursuant to the exercise of warrants on a cashless
basis and, if not, explain why.

Christopher Missling, PhD
Anavex Life Sciences Corp.
August 25, 2016
Page 2

 2. We note your response to comment 3 and we reissue it in part.  Please disclose the
percentage of outstanding securities the maximum shares being registered for resale
represent.

The Lincoln Park Transaction, page 18

3. We note your response to comment 7 and we reissue it in part.  Please disclose the impact
of the Lincoln Park transactions on the market price of the company’s stock.

Effect of Performance of the Purcha se Price on Our Stockholders, page 20

4. Given the decrease in the market price of your common stock, consider revising the table
in this section to reflect lower assumed purchase prices per share.

Please contact Ronald E. Alper at (202) 551 -3329 or Pam Howell at (202) 551 -3357 with
any questions.

Sincerely,

 /s/ Pamela Howell
 for

 John Reynolds
Assistant Director
Office of Beverages, Apparel and
Mining

cc: Clayton Parker , Esq.
      K&L Gates LLP

Mail Stop 3561

November 20, 2015

Via E -mail
Christopher Missling, PhD
Chief Executive Officer
Anavex Life Sciences Corp.
51 West 52nd Street, 7th Floor
New York, NY 10019 -6163

Re: Anavex Life Sciences Corp.
  Registration Statement on Form S-3
Filed October 26, 2015
  File No. 333 -207600

Dear Dr. Missling:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply t o your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have ad ditional comments.

General

1. Please file the Lincoln Capital purchase agreement and registration rights agreement as
exhibits to the S -3.

2. We note that the number of your shares outstanding increased from approximately 54.8
million shares as of December 31, 2014 to approximately 124.5 million shares as of
September 15, 2015, as indicated in your Form 10 -Q for the period ended December 31,
2014 and the interim condensed consolidated balance sheet as of September 15, 2015
submitted in the Form 8 -K filed Sep tember 28, 2015.  Please explain the increase in the
number of outstanding shares and address whether these issuances were in transactions
that were not registered under the Securities Act of 1933.  We may have further
comment.

Christopher Missling, PhD
Anavex Life Sciences Corp.
November 20, 2015
Page 2

 3. Please revise to indicate in  the forepart of the registration statement the maximum
number of shares being registered for resale along with the percentage of outstanding
securities the maximum shares being registered represent.

Calculation of Registration Fee

4. Please include the am ount of registration fee for the 269,397 shares of common stock, or
explain why you have not done so.

Risk Factors, page 7

5. Please include a risk factor that discusses the likelihood that the company will have
access to the full amount available to it und er the purchase agreement.

Plan of Distribution , page 8

Secondary Offering, page 10

6. We note your statement that “[w]hen we refer to ‘Selling Security Holder’ in this
prospectus, we mean the entity listed in the table below, and the pledgees, donees,
permitted transferees, assignees, successors, and others who later come to hold any of the
Selling Security Holder’s interests in shares of our common stock other than through a
public sale.”   We additionally note your statement in the Selling Security Hol der section,
on page 12, that “[i]nformation concerning the Selling Security Holder may change from
time to time, and any changed information will be set forth if and when required in the
applicable prospectus supplements.”  An equity line financing regist ered as a resale
offering may not cover sales by transferees of the selling security holder.  Please revise to
delete your reference to the Selling Security Holder’s successors in interest in the
common stock from both of these sections in the prospectus.

The Lincoln Park Transaction, page 13

7. Please disclose any past transactions with Lincoln Park or any of its affiliates and the
impact of those transactions on the market price of the company’s stock.

Signatures

8. Please include the signature of your cont roller or principal accounting officer.  See
Instruction 1 to Signatures of Form S -3.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securiti es Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in

Christopher Missling, PhD
Anavex Life Sciences Corp.
November 20, 2015
Page 3

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement, please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to 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 delegated authority, in
declaring the filing effec tive, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 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 laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Ronald E. Alper at (202) 551 -3329 or David Link at (202) 551 -3356 with
any questions.

Sincerely,

 /s/ David L ink for

 John Reynolds
Assistant Director
Office of Beverages, Apparel and
Mining

cc: John D. Owens I II, Esq.
      K&L Gates LLP

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   Anavex Life Sciences Corp.: CORRESP - Filed by newsfilecorp.com

ANAVEX LIFE SCIENCES CORP.
51 W. 52nd Street, 7th
Floor
New York, NY 10019-6163

July 22, 2014

VIA EDGAR

Mr. Jeffrey P. Riedler
Assistant Director
United States
Securities and Exchange Commission
100 F. Street, N.E.
Mail Stop 3561

Washington, DC 20549

    Re:
    Anavex Life Sciences Corp.

    Request for Acceleration of Registration
      Statement on Form S-1

    File No. 333-195225

Dear Mr. Riedler:

     In accordance with Rule 461 under
the Securities Act of 1933, Anavex Life Sciences Corp., a Nevada corporation
(the “Company”), hereby requests acceleration of the effective date of
the Company’s Registration Statement on Form S-1 (File No. 333-195225) (the
“Registration Statement”), which was initially filed with the
Securities and Exchange Commission (the “Commission”) on April 11, 2014
and amended on July 10, 2014. The Company respectfully requests that the
Registration Statement become effective as of 5:00 p.m., Washington, D.C. time,
on July 23, 2014, or as soon as practicable thereafter.

     The Company acknowledges the
following:

  should the Commission or the staff, acting pursuant to 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 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; and

  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 laws of the United States.

     Please direct any questions or
comments regarding this filing to John D. Owens III, Esq. at (305) 539-3328 of
K&L Gates LLP, outside securities counsel to the Company.

    Very truly yours,

    /s/Christopher Missling, PhD

    Christopher Missling, PhD

    Chief Exectuive Officer

Cc: Austin Stephenson, United States Securities and Exchange
Commission

- 2 -

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    Anavex Life Sciences Corp. : Correspondence - Filed by newsfilecorp.com

    ANAVEX LIFE SCIENCES CORP.

    51 West 52nd Street,
      7th Floor

    New York, New York 10019-6163

June 13, 2014

    VIA EDGAR

    Jeffrey P. Riedler, Assistant Director

    United States Securities and Exchange Commission

    Division of Corporate Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Tel: (202) 551-3715

    Re:
    Anavex Life Sciences Corp.

    Registration Statement on Form S-1

    Filed April 11, 2014

    Response Dated May 22,
      2014

    File No. 333-195225

Ladies and Gentlemen:

     Anavex Life Sciences Corp. (the
“Company”) confirms receipt of the letter dated June 5, 2014 from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) with respect to the above-referenced filing (the
“Registration Statement). We are responding to the Staff’s comments as
set forth below. The Company’s responses to the Staff’s comments are in
identical numerical sequence. For the convenience of the Staff, each comment is
repeated verbatim with the Company’s response immediately following:

      COMMENT 1.

      We note your response to comment 4 and the proposed
      disclosure you have provided to address the comment. Please revise the
      sixth column of your table to provide the total value of the shares
      underlying the convertible note by multiplying the conversion price on the
      date of sale by the total number of shares the selling shareholders may
      receive under the convertible note.

      RESPONSE:

      In response to the Staff’s comment above, we have
      revised the table to include a column that provides the total value
      of the shares underlying the convertible debenture by multiplying the
      conversion price on the date of sale by the total number of shares
      the selling shareholder may receiver under its convertible
      debenture.

    United States Securities and Exchange Commission

    June 13, 2014

    Page 2

    Selling
Security

Holder

    Market
Price
      Per
Share (1)

    Type of

Security (2)

    Conversion

Price (3)

    Total Possible

Shares
Underlying
Securities
      (4)

    Combined

Market
Price(5)

    Total Value
of
      Shares (6)

    Total

Possible
Discount
To Market

Price(7)

Auriga

Global
Investors SU,
SA

$0.44

    Debenture
    $0.30
    3,333,334
    $1,466,666.96
    $1,000,000.20
    $466,666.76

    Series A

Warrant
    $0.30

    3,333,333

    $1,466,666.52

    $999,999.90

    $466,666.62

    Series B

Warrant
    $0.42

    3,333,333

    $1,466,666.52

    $1,399,999.86

    $66,666.66

    Debenture

/Series A
Warrant/
Series B

Warrant

-

10,000,000

$4,400,000

$3,399,999.96

$1,000,000.04

Auriga

Investors-
Montserrat
Global Fund

$0.44

    Debenture
    $0.30
    1,666,667
    $733,333.48
    $500,000.10
    $233,333.38

    Series A

Warrant
    $0.30

    1,666,667

    $733,333.48

    $500,000.10

    $233,333.38

    Series B

Warrant
    $0.42

    1,666,667

    $733,333.48

    $700,000.14

    $33,333.34

    Debenture

/Series A
Warrant/
Series B

Warrant

-

5,000,001

$2,200,000.44

$1,700,000.34

$500,000.10

Hudson Bay

Master Fund
LTD

$0.44

    Debenture
    $0.30
    5,000,000
    $2,200,000
    $1,500,000
    $700,000

    Series A

Warrant
    $0.30

    5,000,000

    $2,200,000

    $1,500,000

    $700,000

    Series B

Warrant
    $0.42

    5,000,000

    $2,200,000

    $2,100,000

    $100,000

    Debenture

/Series A
Warrant/
Series B

Warrant

-

15,000,000

$660,000

$5,100,000

$1,500,000

    United States Securities and Exchange Commission

    June 13, 2014

    Page 3

DAFNA

LifeScience
LP

$0.44

    Debenture
    $0.30
    2,580,400
    $1,135,376
    $774,120
    $361,256

    Series A

Warrant
    $0.30

    2,580,400

    $1,135,376

    $774,120

    $361,256

    Series B

Warrant
    $0.42

    2,580,400

    $1,135,376

    $1,083,768

    $51,608

    Debenture

/Series A
Warrant/
Series B

Warrant

-

7,741,200

$3,406,128

$2,632,008

$774,120

DAFNA

LifeScience
Market
Neutral L.P.

$0.44

    Debenture
    $0.30
    462,000
    $203,280
    $138,600
    $64,680

    Series A

Warrant
    $0.30

    462,000

    $203,280

    $138,600

    $64,680

    Series B

Warrant
    $0.42

    462,000

    $203,280

    $194,040

    $9,240

    Debenture

/Series A
Warrant/
Series B

Warrant

-

1,386,000

$609,840

$471,240

$138,600

DAFNA

LifeScience
Select L.P.

$0.44

    Debenture
    $0.30
    1,957,600
    $861,344
    $587,280
    $274,064

    Series A

Warrant
    $0.30

    1,957,600

    $861,344

    $587,280

    $274,064

    Series B

Warrant
    $0.42

    1,957,600

    $861,344

    $822,192

    $39,152

    Debenture

/Series A
Warrant/
Series B

Warrant

-

5,872,800

$2,584,032

$1,996,752

$587,280

Joann

Mostovoy

$0.44

    Debenture
    $0.30
    1,666,667
    $733,333.48
    $500,000.10
    $233,333.38

    Series A

Warrant
    $0.30

    1,666,667

    $733,333.48

    $500,000.10

    $233,333.38

    Series B
    $0.42
    1,666,667
    $733,333.48
    $700,000.14
    $33,333.34

    United States Securities and Exchange Commission

    June 13, 2014

    Page 4

    Warrant

    Debenture

/Series A
Warrant/
Series B

Warrant

-

5,000,001

$2,200,000.44

$1,700,000.34

$500,000.10

Sabby

Healthcare
Volatility
Master Fund,

Ltd.

$0.44

    Debenture
    $0.30
    6,666,667
    $2,933,333.48
    $2,000,000.10
    $933,333.38

    Series A

Warrant
    $0.30

    6,666,667

    $2,933,333.48

    $2,000,000.10

    $933,333.38

    Series B

Warrant
    $0.42

    6,666,667

    $2,933,333.48

    $2,800,000.14

    $133,333.34

    Debenture

/Series A
Warrant/
Series B

Warrant

-

20,000,001

$8,800,000.44

$6,800,000.34

$2,000,000.10

Sabby

Volatility
Warrant
Master Fund,

Ltd.

$0.44

    Debenture
    $0.30
    3,333,334
    $1,466,666.96
    $1,000,000.20
    $466,666.76

    Series A

Warrant
    $0.30

    3,333,333

    $1,466,666.52

    $999,999.90

    $466,666.62

    Series B

Warrant
    $0.42

    3,333,333

    $1,466,666.52

    $1,399,999.86

    $66,666.66

    Debenture

/Series A
Warrant/
Series B

Warrant

-

10,000,000

$4,400,000

$3,399,999.96

$1,000,000.04

Sphera

Global
Healthcare
Master Fund

$0.44

    Debenture
    $0.30
    6,310,667
    $2,776,693.48
    $1,893,200.10
    $883,493.38

    Series A

Warrant
    $0.30

    6,310,667

    $2,776,693.48

    $1,893,200.10

    $883,493.38

    Series B

Warrant
    $0.42

    6,310,667

    $2,776,693.48

    $2,650,480.14

    $126,213.34

    Debenture

/Series A
Warrant/
Series B

-

18,932,001

$8,330,080.44

$6,436,880.34

$1,893,200.10

    United States Securities and Exchange Commission

    June 13, 2014

    Page 5

    Warrant

HFR HE

Sphera
Global
Healthcare
Master
      Trust

$0.44

    Debenture
    $0.30
    356,000
    $156,640
    $106,800
    $49,840

    Series A

Warrant
    $0.30

    356,000

    $156,640

    $106,800

    $49,840

    Series B

Warrant
    $0.42

    356,000

    $156,640

    $149,520

    $7,120

    Debenture

/Series A
Warrant/
Series B

Warrant

-

1,068,000

$469,920

$363,120

$106,800

Maxim

Partners
LLC

$0.44

    Debenture
    -

             -
    -
    -

    Series A

Warrant
    $0.30

    500,000

    $220,000

    $150,000

    $70,000

    Series B

Warrant
    $0.42

    500,000

    $220,000

    $210,000

    $10,000

    Debenture

/Series A
Warrant/
Series B

Warrant
    -

1,000,000

$440,000

$360,000

$80,000

(1) Market price per share of the Common
Stock underlying the Securities on the date of the sale of the Securities.

(2) The shares of Common Stock being registered
underlie Debentures, Series A Warrants and Series B Warrants.

(3)Conversion/exercise price per share of the
underlying Common Stock on the date of the sale of the Securities is calculated
using the fixed conversion/exercise price per share set forth in the
Securities.
(4) Total possible shares underlying the
Securities (assuming no interest payments and complete conversion throughout the
term). Note: the number listed does not take into account that each Selling
Security Holder is subject to a 4.99% conversion cap, except for Sphera Global
Healthcare Master Fund and HFR HE Sphera Global Healthcare Master Trust, which
are subject to a 9.99% conversion cap.
(5) Combined
market price of the total number of shares underlying the Securities, calculated
by using the Common Stock’s market price per share on the date of the sale of
the Securities multiplied by the total possible shares underlying the
Securities.
(6) Total value of shares underlying
the Securities using the conversion price on the date of sale multiplied by the
total number of shares the Selling Security Holders may receive under the
Securities. Note: the Debentures and Warrants have fixed conversion prices.

    United States Securities and Exchange Commission

    June 13, 2014

    Page 6

(7) Total possible discount to the market
price as of the date of the sale of the Securities calculated by subtracting the
total  on the date of the sale of the Securities from the
combined market price of the total number of shares underlying the Securities on
that date.

      COMMENT 2.

      Please revise your proposed tabular disclosure to reflect
      any provisions in the convertible note that could result in a change in
      the conversion price per share upon the occurrence of certain events.
      Please also identify any such provisions in the convertible note. In this
      regard, we note the disclosure in your Form 8-K filed March 19, 2014 with
      respect to the Securities Purchase Agreement indicating that the initial
      conversion price for the debentures is subject to adjustment for
      distributions payable in shares of common stock, subdivisions of
      outstanding shares of common stock into larger number of shares,
      combinations, and reclassification events.

      RESPONSE:

      In response to the Staff’s comment above, the Company
      notes that there are no set, or prescribed, pre-determined
      adjustments to the conversion price per share under the convertible
      debentures that can be represented in tabular form. Pursuant to the
      terms of the convertible debentures (Section 5(a)), there are four
      (4) circumstances in which the conversion price of such instruments
      would change, which is intended to maintain the initial ratio of
      conversion shares to be issued relative to the initial conversion
      price. Such four circumstances are: If the Company, at any time
      while the convertible debenture is outstanding: (i) pays a stock
      dividend or otherwise makes a distribution or distributions payable in
      shares of the Company’s common stock (“Common
      Stock”) on shares of Common Stock or any common stock
      equivalents (which, do not include any shares of Common Stock
      issued by the Company upon conversion of the convertible debentures),
      (ii) subdivides the number of outstanding shares of Common Stock
      into a larger number of shares, (iii) combines (including by way of
      a reverse stock split) the number of outstanding shares of Common
      Stock into a smaller number of shares or (iv) issues, in the event
      of a reclassification of shares of the Common Stock, any shares of
      capital stock of the Company, then the conversion price shall be
      multiplied by a fraction of which the numerator shall be the number of
      shares of Common Stock outstanding immediately before such event,
      and of which the denominator shall be the number of shares of
      Common Stock outstanding immediately after such event (which
      effectively maintains the initial ratio of conversion shares issued
      to debt amount outstanding under each such convertible
      debenture).

*********************************

     In addition, we acknowledge that
we are responsible for the accuracy and adequacy of the disclosures made. We
formally acknowledge that:

     • The adequacy and accuracy of
the disclosure in filing is the responsibility of the Company.

    United States Securities and Exchange Commission

    June 13, 2014

    Page 7

     • Staff comments or changes to
disclosure in response to Staff comments do not foreclose the Commission from
taking any action with respect to the filing.

     • The Company may not assert
Staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

     We trust this response
satisfactorily responds to your request. Should you require further information,
please contact our legal counsel Clayton E. Parker, Esq. of K&L Gates LLP at
305.539.3306.

    Sincerely,

    ANAVEX LIFE SCIENCES CORP.

    /s/ Christopher Missling, PhD.

    Name: Christopher Missling, PhD.

    Title: Chief Executive Officer

    cc:

      Clayton E. Parker, Esq. of K&L Gates LLP

      Austin Stephenson, SEC Division of Corporation
    Finance

June 5 , 2014

Via E -mail
Christopher Missling, Ph.D.
Chief Executive Officer
Anavex Life Sciences Corp.
51 W. 52nd Street, 7th Floor
New York, NY 10019 -6163

Re: Anavex Life Sciences Corp.
  Registration Statement on Form S-1
Filed April 11, 2014
Response dated May 22, 2014
  File No. 333 -195225

Dear Dr. Missling:

We have reviewed your May 22, 2014 response to our April 30, 2014 comment letter and
have the following additional comments.  In some of our comments, we may ask you to provide
us with information so we may better understand your disclosure.

Please respond to thi s letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

1. We note your response to comment 4 and the proposed disclosure you have provided to
address the co mment.  Please revise the sixth column of your table to provide the total
value of the shares underlying the convertible note by multiplying the conversion price
on the date of sale by the total number of shares the selling shareholders may receive
under t he convertible note.

2. Please revise your proposed tabular disclosure to reflect any provisions in the convertible
note that could result in a change in the conversion price per share upon the occurrence of
certain events.  Please also identify any such pro visions in the convertible note.  In this
regard, we note the disclosure in your Form 8 -K filed March 19, 2014 with respect to the
Securities Purchase Agreement indicating that the initial conversion price for the
debentures is subject to adjustment for di stributions payable in shares of common stock,
subdivisions of outstanding shares of common stock into larger number of shares,
combinations, and reclassification events.

Christopher Missling, Ph.D.
Anavex Life Sciences Corp.
June 5 , 2014
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclos ure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, th ey are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from t he company
acknowledging that:

 should the Commission or the staff, acting pursuant to 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 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; and

 the company may not assert staff commen ts and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Please contact Austin Stephenson at (202) 551 -3192, Bryan Pitko at (202) 551 -3203, or
me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. R iedler
Assistant Director

cc: Via E -Mail
Clayton E. Parker, Esq.
K&L Gates LLP

CORRESP
1
filename1.htm

   Anavex Life Sciences Corp. - SEC Correspondence - Filed by newsfilecorp.com

ANAVEX LIFE SCIENCES CORP.
51 West
52nd Street, 7th Floor

New York, New York 10019-6163

May 22, 2014

VIA EDGAR

Jeffrey P. Riedler
Assistant Director
United States
Securities and Exchange Commission
Division of Corporate Finance
100 F
Street, N.E.
Washington, D.C. 20549
Tel: (202) 551-3715

    Re:
    Anavex Life Sciences Corp.

    Registration Statement on Form S-1

    Filed April 11, 2014

    File No. 333-195225

Ladies and Gentlemen:

          Anavex
Life Sciences Corp. (the “Company”) confirms receipt of the letter dated
April 30, 2014 from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) with respect to the
above-referenced filing (the “Registration Statement”). We are responding
to the Staff’s comments as set forth below. The Company’s responses to the
Staff’s comments are in identical numerical sequence. For the convenience of the
Staff, each comment is repeated verbatim with the Company’s response immediately
following.

    COMMENT 1.

      We note that you are registering the sale of 101,000,004
      shares of common stock by various selling stockholders. Given the size
      relative to the number of shares outstanding held by non-affiliates, the
      nature of the offering and the selling security holders, the transaction
      appears to be a primary offering. Because you are not eligible to conduct
      a primary offering of this size on form S-3 you are not eligible to
      conduct a primary at-the- market offering under Rule 415(a)(4).

      If you disagree with our analysis, please advise the
      staff of the company’s basis for determining that the transaction is
      appropriately characterized as a transaction that is eligible to be made
  under rule 415(a)(1)(i). In your analysis, please refer to Securities Act Rules C&DI Question 612.09 and address the following among any other relevant factors:

Jeffrey P. Riedler

U.S. Securities and Exchange Commission

May 22, 2014

Page 2

•

How long the selling shareholders have held the shares;

•

The circumstances under which they received them;

•

Their relationship to the issuer;

•

The amount of shares involved;

•

Whether the sellers are in the business of underwriting securities; and

•

Whether under all the circumstances it appears that the seller is acting as a

conduit for the issuer.

RESPONSE:

      None of the shares of the Company’s common stock (“Common Stock”) to          be registered under the Registration Statement are currently directly held          by any of the selling security holders listed therein (such holders, the          “Selling Security Holders”); none of such shares have been issued by the          Company. The shares of Common Stock to be registered under the          Registration Statement underlie convertible securities (senior debentures,          the “Debentures”, and warrants, the “Warrants”, collectively, the          “Securities”) issued to the Selling Security Holders pursuant to the          securities purchase agreement (the “Securities Purchase Agreement”)          entered into by and among the Company and the Selling Security Holders          on March 13, 2014 (such transaction, the “Investment”). As such, the          Selling Security Holders are currently indirect beneficial owners of the          shares of Common Stock to be registered under the Registration Statement.          The debt evidenced by the Debentures has a thirty (30) year maturity date,          and until the maturity date, such debt is convertible into shares of          Common Stock in satisfaction thereof. The Warrants have a term of five (5)          years. Pursuant to the Securities Purchase Agreement and ancillary          documents, the Company agreed to register all of the shares of Common          Stock underlying the Debentures and Warrants on behalf of the Selling          Security Holders. Upon exercise of the Warrants, or conversion of the          Debentures, an applicable amount of shares of Common Stock shall be          issued to the exercising or converting Selling Security Holder. The          Company shall not receive any proceeds from the sale of such shares of          Common Stock sold by the Selling Security Holders under the Registration          Statement.

Jeffrey P. Riedler

U.S. Securities and Exchange Commission

May 22, 2014

Page 3

      None of the Selling Security Holders had any business relationship or
           entered into any securities related transactions with the Company prior to
          the Investment. To the Company’s knowledge, none of the Selling Security
        Holders are in the business of underwriting securities.

      With respect to the amount of shares of Common Stock involved, the
          Company has only submitted the Registration Statement pursuant to its
          obligations to the Selling Security Holders under the terms of the Securities
          Purchase Agreement and ancillary documents, not on its own behalf, and is
          willing to submit for registration only that amount of shares underlying the
          Debentures and Warrants as would be acceptable to the Commission to
          constitute a Rule 415(a)(1)(i) offering, which the Company anticipates will
    be approximately one-third of its public float, or 11,011,422 shares (the “1/3 Shares”) of its current public float of 33,034,265 shares.

      Considering the foregoing relevant factors, the Selling Security Holders are
        acting on their own behalf in accordance with their own investment intent

        and not as a conduit for the Company, and as such, the Company does not

        believe that the offering constitutes a primary offering, but rather qualifies

      as a Rule 415(a)(1)(i) offering.

      COMMENT 2.

      Please provide us, with a view toward disclosure in the prospectus, with the total

        dollar value of the securities underlying the convertible notes that you have

        registered for resale (using the number of underlying securities that you have

        registered for resale and the market price per share for those securities on the

    date of the sale of the convertible notes).

RESPONSE:

      On the date of the sale of the Securities, March 18, 2014, the closing price
        of the Common Stock was $0.44 per share. As such, the dollar value of the
        33,333,336 shares initially listed in the Registration Statement underlying

        the Debentures would be $14,666,668. The dollar value of the 101,000,004

        shares underlying all of the Securities would be $4,440,002, and the dollar

        value of the 1/3 Shares would be $4,845,026.

COMMENT 3.

      Please provide us, with a view toward disclosure in the prospectus, with tabular        disclosure of the dollar amount of each payment (including the value of any
        payments to be made in common stock) in connection with the transaction that

        you have made or may be required to make to any selling shareholder, any

        affiliate of a selling shareholder, or any person with whom any selling

        shareholder has a contractual relationship regarding the transaction (including

        any interest payments, liquidated damages, payments made to “finders” or

  “placement agents,” and any other payments or potential payments). Please provide footnote disclosure of the terms of each such payment. Please do not include any repayment of principal on the convertible notes in this disclosure.

Jeffrey P. Riedler

U.S. Securities and Exchange Commission

May 22, 2014

Page 4

	 Further, please provide us, with a view toward disclosure in the prospectus, with disclosure of the net proceeds to the issuer from the sale of the convertible notes, and the total possible payments to all selling shareholders and any of their  affiliates in the first year following the sale of convertible notes.

RESPONSE:

      In response to the Staff’s comment above, the Company has set forth below          the dollar amount of each payment (including the value of any payments to          be made in common stock) in connection with the issuance of the Securities          to the Selling Security Holders made by the Company or that may be          required to be made by the Company to any Selling Security Holder, any          affiliate of a Selling Security Holder, or any person with whom any Selling          Security Holder has a contractual relationship regarding the Investment          (including any interest payments, liquidated damages, payments made to          “finders” or “placement agents,” and any other payments or potential          payments):

Selling Security Holders

Dollar Amount/Payment

Auriga Global Investors SU, SA(1)

-

Auriga Investors-Montserrat Global Fund(1)

-

Hudson Bay Master Fund LTD(1)

-

DAFNA LifeScience LP(1)

-

DAFNA LifeScience Market Neutral L.P. (1)

-

DAFNA LifeScience Select L.P. (1)

-

Joann Mostovoy(1)

-

Sabby Healthcare Volatility Master Fund,
Ltd. (1)

-

Sabby Volatility Warrant Master Fund,
Ltd. (1)

-

Sphera Global Healthcare Master Fund(1)

-

HFR HE Sphera Global Healthcare Master
Trust(1)

-

Jeffrey P. Riedler

U.S. Securities and Exchange Commission

May 22, 2014

Page 5

  Maxim Partners LLC(2)

      $700,840.00

(1) Except for Maxim Group LLC (“Maxim”), the Company was not required to pay, and no Selling Security Holder has received
payment from the Company, in connection with the Investment transaction.

 (2)Maxim Partners LLC is an affiliate of Maxim. Maxim served as the exclusive placement agent in connection with the Investment transaction. Maxim was paid $700,840.00 and was issued Warrants, in the name of Maxim Partners
LLC, representing the right to purchase up to an aggregate of 1,000,000 shares of Common Stock. Additionally, the Company does not intend to include Maxim Partners LLC’s shares in the amended Registration Statement.

 The net proceeds received by the Company in connection with the issuance of the Securities pursuant to the Securities Purchase Agreement was $9,270,130. No cash amounts are due and payable on the principal amount outstanding on the Debentures
in the first year following their sale, and no scheduled interest payments will be due thereon.

COMMENT 4.
	 Please provide us, with a view toward disclosure in the prospectus, with tabular disclosure of:

•
	 the total possible profit the selling shareholders could realize as a result of the conversion discount for the securities underlying the convertible note, presented in a table with the following information disclosed separately:

•
	 the market price per share of the securities underlying the convertible note on the date of the sale of the convertible note;

•
	 the conversion price per share of the underlying securities on the date of the sale of the convertible note, calculated as follows:

 - if the conversion price per share is set at a fixed price, use the price per share established in the convertible note; and

•
	 the total possible shares underlying the convertible note (assuming no interest payments and complete conversion throughout the term of the note);

•
	 the combined market price of the total number of shares underlying the convertible note, calculated by using the market price per share on the date of the sale of the convertible note and the total possible shares underlying the convertible note;

Jeffrey P. Riedler

U.S. Securities and Exchange Commission

May 22, 2014

Page 6

•
	 the total possible shares the selling shareholders may receive and the combined conversion price of the total number of shares underlying the convertible note calculated by using the conversion price on the date of the sale of the convertible note and the total possible number of shares the selling shareholders may receive; and

•
	 the total possible discount to the market price as of the date of the sale of the convertible note calculated by subtracting the total conversion price on the date of the sale of the convertible note from the combined market price of the total number of shares underlying the convertible note on that date.

	 If there are provisions in the convertible note that could result in a change in the price per share upon the occurrence of certain events, please provide additional
     tabular disclosure as appropriate.

RESPONSE:

      In response to the Staff’s comment above, the table below details the total          possible profit the Selling Security Holders could realize as a result of the          conversion discount for the Common Stock underlying the Securities:

Selling

Security

Holder

Market

Price Per

Share (1)

Type of

Security (2)

Conversion

Price (3)

Total Possible

Shares

Underlying

Securities (4)

Combined

Market

Price(5)

Total

Possible

Shares

Receivable

(6)

Total Possible

Discount To

Market

Price(7)

      Auriga
      Global
      Investors SU,
      SA

     $0.44

      Debenture

      $0.30

  3,333,334

  $1,466,666.96

  3,333,334

  $466,666.76

     Series A Warrant

      $0.30

  3,333,333

  $1,466,666.52

  3,333,333

  $466,666.62

	Series B Warrant

      $0.42

3,333,333

$1,466,666.52

3,333,333

$66,666.66

      Debenture
     /Series A
     Warrant/
      Series B
      Warrant

      -

      10,000,000

      $4,400,000

      10,000,000

      $1,000,000.04

Auriga	Investors-

      $0.44

      Debenture

      $0.30

1,666,667

$733,333.48

1,666,667

$233,333.38

Jeffrey P. Riedler
U.S. Securities and Exchange Commission

May 22, 2014
Page 7

    Montserrat

      Global
      Fund

    Series A Warrant
    $0.30
    1,666,667
    $733,333.48
    1,666,667
    $233,333.38

    Series B Warrant
    $0.42
    1,666,667
    $733,333.48
    1,666,667
    $33,333.34

    Debenture /Series A
      Warrant/ Series B Warrant
    -
    5,000,001
    $2,200,000.44
    5,000,001
    $500,000.10

    Hudson Bay
Master Fund

LTD
    $0.44
    Debenture
    $0.30
    5,000,000
    $2,200,000
    5,000,000
    $700,000

    Series A Warrant

    $0.30
    5,000,000
    $2,200,000
    5,000,000
    $700,000

    Series B Warrant
    $0.42
    5,000,000
    $2,200,000
    5,000,000
    $100,000

    Debenture /Series A
      Warrant/ Series B Warrant
    -
    15,000,000
    $660,000
    15,000,000
    $1,500,000

    DAFNA

      LifeScience

LP
    $0.44
    Debenture
    $0.30
    2,580,400
    $1,135,376
    2,580,400
    361,256

    Series A Warrant
    $0.30
    2,580,400
    $1,135,376
    2,580,400
    361,256

    Series B Warrant
    $0.42
    2,580,400
    $1,135,376
    2,580,400
    $51,608

    Debenture /Series A
      Warrant/ Series B Warrant
    -
    7,741,200
    $3,406,128
    7,741,200
    $774,120

    DAFNA
LifeScience

Market
Neutral L.P.
    $0.44
    Debenture
    $0.30
    462,000
    $203,280
    462,000
    $64,680

    Series A Warrant

    $0.30
    462,000
    $203,280
    462,000
    $64,680

    Series B Warrant

    $0.42
    462,000
    $203,280
    462,000
    $9,240

Jeffrey P. Riedler
U.S. Securities and Exchange Commission

May 22, 2014
Page 8

    Debenture /Series
      A Warrant/ Series B Warrant
    -
    1,386,000
    $609,840
    1,386,000
    $138,600

    DAFNA

      LifeScience
Select
L.P.
    $0.44
    Debenture
    $0.30
    1,957,600
    $861,344
    1,957,600
    $274,064

    Series A Warrant
    $0.30
    1,957,600
    $861,344
    1,957,600
    $274,064

    Series B Warrant
    $0.42
    1,957,600
    $861,344
    1,957,600
    $39,152

    Debenture /Series
      A Warrant/ Series B Warrant
    -
    5,872,800
    $2,584,032
    5,872,800
    $587,280

    Joann
Mostovoy

    $0.44
    Debenture
    $0.30
    1,666,667
    $733,333.48
    1,666,667
    $233,333.38

    Series A Warrant

    $0.30
    1,666,667
    $733,333.48
    1,666,667
    $233,333.38

April 30 , 2014

Via E -mail
Christopher Missling, Ph.D.
Chief Executive Officer
Anavex Life Sciences Corp.
51 W. 52nd Street, 7th Floor
New York, NY 10019 -6163

Re: Anavex Life Sciences Corp.
  Registration Statement on Form S-1
Filed April 11, 2014
  File No. 333 -195225

Dear Dr. Missling:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you  to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

1. We note that you are registering the sale of 101,000,004 shares of common stock by
various selling stockholders.  Given the size relative to the number of shares outstanding
held by non -affiliates, the nature of the offering and the selling security holde rs, the
transaction appears to be a primary offering.  Because you are not eligible to conduct a
primary offering of this size on form S -3 you are not eligible to conduct a primary at -the-
market offering under Rule 415(a)(4).

If you disagree with our ana lysis, please advise the staff of the company’s basis for
determining that the transaction is appropriately characterized as a transaction that is
eligible to be made under rule 415(a)(1)(i).  In your analysis, please refer to Securities
Act Rules C&DI Que stion 612.09 and address the following among any other relevant
factors:

 How long the selling shareholders have held the shares;

Christopher Missling, Ph.D.
Anavex Life Sciences Corp.
April 30 , 2014
Page 2

  The circumstances under which they received them;

 Their relationship to the issuer;

 The amount of shares involved;

 Whether the sellers are in the business of underwriting securities; and

 Whether under all the circumstances it appears that the seller is acting as a conduit for
the issuer.

2. Please provide us, with a view toward disclosure in the prospectus, with the total dollar
value of the securities underlying the convertible notes  that you have registered for resale
(using the number of underlying securities that you have registered for r esale and the
market price per share for those securities on the date of the sale of the convertible notes ).

3. Please provide us, with a view toward disclosure in the prospectus, with tabular
disclosure of the dollar amount of each payment (including the va lue of any payments to
be made in common stock) in connection with the transaction that you have made or may
be required to make to any selling shareholder, any affiliate of a selling shareholder, or
any person with whom any selling shareholder has a contr actual relationship regarding
the transaction (including any interest payments, liquidated damages, payments made to
“finders” or “placement agents,” and any other payments or potential payments).  Please
provide footnote disclosure of the terms of each su ch payment.  Please do not include any
repayment of principal on the convertible notes in this disclosure.

Further, please provide us, with a view toward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the  convertible notes,  and the
total possible payments to all selling shareholders and any of their affiliates in the first
year following the sale of convertible notes .

4. Please provide us, with a view toward disclosure in the prospectus, with tabular
disclos ure of:

 the total possible profit the selling shareholders could realize as a result of the
conversion discount for the securities underlying the convertible note , presented in a
table with the following information disclosed separately:

 the market price per share of the securities underlying the convertible note  on
the date of the sale of the convertible note;

 the conversion price per share of the underlying securities on the date of the
sale of the convertible note , calculated as follows:

Christopher Missling, Ph.D.
Anavex Life Sciences Corp.
April 30 , 2014
Page 3

 - if the conversion price per share is set at a fixed price, use the price per
share established in the convertible note; and

 the total possible shares underlying the convertible note (assuming no interest
payments and complete conversion throughout the term of  the note);

 the combined market price of the total number of shares underlying the
convertible note , calculated by using the market price per share on the date of
the sale of the convertible note and the total possible shares underlying the
convertible n ote;

 the total possible shares the selling shareholders may receive and the
combined conversion price of the total number of shares underlying the
convertible note calculated by using the conversion price on the date of the
sale of the convertible note an d the total possible number of shares the selling
shareholders may receive; and

 the total possible discount to the market price as of the date of the sale of the
convertible note calculated by subtracting the total conversion price on the
date of the sal e of the convertible note from the combined market price of the
total number of shares underlying the convertible note on that date.

If there are provisions in the convertible note that could result in a change in the price per
share upon the occurrence of certain events, please provide additional tabular disclosure
as appropriate.

5. Please provide us, with a view toward disclosure in t he prospectus, with tabular
disclosure of:

 the total possible profit to be realized as a result of any conversion discounts for
securities underlying any other warrants, options, notes, or other securities of the
issuer that are held by the selling share holders or any affiliates of the selling
shareholders, presented in a table with the following information disclosed separately:

 market price per share of the underlying securities on the date of the sale of
that other security;

 the conversion/exercise  price per share as of the date of the sale of that other
security, calculated as follows;

-  if the conversion/exercise price per share is set at a fixed price, use the
price per share on the date of the sale of that other security; and

Christopher Missling, Ph.D.
Anavex Life Sciences Corp.
April 30 , 2014
Page 4

 -  if the conve rsion/exercise price per share is not set at a fixed price and,
instead, is set at a floating rate in relationship to the market price of the
underlying security, use the conversion/exercise discount rate and the
market rate per share on the date of the sa le of that other security and
determine the conversion price per share as of that date;

 the total possible shares to be received under the particular securities
(assuming complete conversion/exercise);

 the combined market price of the total number of underlying shares,
calculated by using the market price per share on the date of the sale of that
other security and the total possible shares to be received;

 the total possible shares to be received and t he combined conversion price of
the total number of shares underlying that other security calculated by using
the conversion price on the date of the sale of that other security and the total
possible number of underlying shares; and

 the total possible d iscount to the market price as of the date of the sale of that
other security, calculated by subtracting the total conversion/exercise price on
the date of the sale of that other security from the combined market price of
the total number of underlying sha res on that date.

6. Please provide us, with a view toward disclosure in the prospectus, with tabular
disclosure of:

 the gross proceeds paid or payable to the issuer in the convertible note transaction;

 all payments that have been made or that may be required to be made by the issuer
that are disclosed in response to Comment Three;

 the resulting net proceeds to the issuer; and

 the combined total possible profit to be realized as a result of any conversion
discounts regarding the securities underlying the convertible notes and any other
warrants, options, notes, or other securities of the issuer that are held by the selling
share holders or any affiliates of the selling shareholders that is disclosed in response
to Comment Four and Comment Five.

Further, please provide us, with a view toward disclosure in the prospectus, with
disclosure – as a percentage – of the total amount of all possible payments as disclosed in
response to Comment Three and the total possible discount to the market price of the
shares underlying the convertible note as disclosed in response to Comment Four divided

Christopher Missling, Ph.D.
Anavex Life Sciences Corp.
April 30 , 2014
Page 5

 by the net proceeds to the issuer from the sa le of the convertible notes, as well as the
amount of that resulting percentage averaged over the term of the convertible notes.

7. Please provide us, with a view toward disclosure in the prospectus, with tabular
disclosure of all prior securities transacti ons between the issuer (or any of its
predecessors) and the selling shareholders, any affiliates of the selling shareholders, or
any person with whom any selling shareholder has a contractual relationship regarding
the transaction (or any predecessors of t hose persons), with the table including the
following information disclosed separately for each transaction:

 the date of the transaction;

 the number of shares of the class of securities subject to the transaction that were
outstanding prior to the tran saction;

 the number of shares of the class of securities subject to the transaction that were
outstanding prior to the transaction and held by persons other than the selling
shareholders, affiliates of the company, or affiliates of the selling shareholde rs;

 the number of shares of the class of securities subject to the transaction that were
issued or issuable in connection with the transaction;

 the percentage of total issued and outstanding securities that were issued or issuable
in the transaction (a ssuming full issuance), with the percentage calculated by taking
the number of shares issued and outstanding prior to the applicable transaction and
held by persons other than the selling shareholders, affiliates of the company, or
affiliates of the sellin g shareholders, and dividing that number by the number of
shares issued or issuable in connection with the applicable transaction;

 the market price per share of the class of securities subject to the transaction
immediately prior to the transaction (reverse split adjusted, if necessary); and

 the current market price per share of the class of securities subject to the transaction
(reverse split adjusted, if necessary).

8. Please provide us, with a view toward disclosure in the prospectus, with tabula r
disclosure comparing:

 the number of shares outstanding prior to the convertible note transaction that are
held by persons other than the selling shareholders, affiliates of the company, and
affiliates of the selling shareholders;

 the number of shares  registered for resale by the selling shareholders or affiliates of
the selling shareholders in prior registration statements;

Christopher Missling, Ph.D.
Anavex Life Sciences Corp.
April 30 , 2014
Page 6

 the number of shares registered for resale by the selling shareholders or affiliates of
the selling shareholders that continue to be held by the selling shareholders or
affiliates of the selling shareholders;

 the number of shares that have been sold in registered resale transactions by the
selling shareholders or affiliates of the selling shareholders; and

 the number of shares  registered for resale on behalf of the selling shareholders or
affiliates of the selling shareholders in the current transaction.

In this analysis, the calculation of the number of outstanding shares should not
include any securities underlying any outstanding convertible securities, options, or
warrants.

9. Please provide us, with a view toward disclosure in the prospectus, with the following
information:

 whether the issuer has the intention, and a reasonable basis to believe that it will have
the financial ability, to make all payments on the overlying securities; and

 whether – based on information obtained from the selling shareholders – any of the
selling shareholders have an existing short position in the company’s common stock
and, if any of t he selling shareholders have an existing short position in the
company’s stock, the following additional information:

- the date on which each such selling shareholder entered into that short position;
and

- the relationship of the date on which each such selling shareholder entered into
that short position to the date of the announcement of the convertible note
transaction and the filing of the registration statement ( e.g., before or after the
announcement of the convertible note transaction, before the fi ling or after the
filing of the registration statement, etc.).

10. Please provide us, with a view toward disclosure in the prospectus, with:

 a materially complete description of the relationships and arrangements that have
existed in the past three years or are to be performed in the future between the issuer
(or any of its predecessors) and the selling shareholders, any affiliates of the selli ng
shareholders, or any person with whom any selling shareholder has a contractual
relationship regarding the transaction (or any predecessors of those persons) – the
information provided should include, in reasonable detail, a complete description of

Christopher Missling, Ph.D.
Anavex Life Sciences Corp.
April 30 , 2014
Page 7

 the rights and obligations of the parties in connection with the sale of the convertible
notes; and

 copies of all agreements between the issuer (or any of its predecessors) and the selling
shareholders, any affiliates of the selling shareholders, or any pers on with whom any
selling shareholder has a contractual relationship regarding the transaction (or any
predecessors of those persons) in connection with the sale of the convertible notes.  In
this regard, we note that the placement agent agreement with Maxi m Group does not
appear to be filed as an exhibit to the registration statement .

If it is your view that such a description of the relationships and arrangements between
and among those parties already is presented in the prospectus and that all agreemen ts
between and/or among those parties are included as exhibits to the registration statement,
please provide us with confirmation of your view in this regard.

11. Please provide us, with a view toward disclosure in the prospectus, with a description of
the me thod by which the company determined the number of shares it seeks to register in
connection with this registration statement.  In this regard, please ensure that the number
of shares registered in the fee table is consistent with the shares listed in the “Selling
Shareholders” section of the prospectus.

12. With respect to the shares to be offered for resale by each selling security holder that is a
legal entity, please disclose the natural person or persons who exercise the sole or shared
voting and/or dispo sitive powers with respect to the shares to be offered by that
shareholder.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management ar

March 22, 2011
 Dr. Cameron Durant
Executive Chairman and Director
Anavex Life Sciences Corp.
50 Harrison Street, Suite 315A
Hoboken, NJ 07030
Re:  Anavex Life Sciences Corp.
Form 10- K for the Fiscal Year Ended September 30, 2010
Filed December 27, 2010 File No. 000 -51652

Dear Dr. Durant :

We have completed our review of your Form 10- K and related filings and have no further
comments at this time.
 Sincerely,

Melissa N. Rocha
Accounting Branch Chief

February 25 , 2011
 Dr. Cameron Durant
Executive Chairman and Director
Anavex Life Sciences Corp.
50 Harrison Street, Suite 315A
Hoboken, NJ 07030
Re:  Anavex Life Sciences Corp.
Form 10- K for the Fiscal Year Ended September 30, 2010
Filed December 27, 2010 File No. 000 -51652

Dear Dr. Durant :

We have limited our review of your filing to the issue we have addressed in our
comment.
 Please respond to this letter within ten business days by providing the requested
information , by amending your Form 10- K for the year ended September 30, 2010 or by advising
us when you will provide the requested response . If you  do not believe the  comment applies to
your facts and circumstances, please tell us why in your response.  Please furnish us a letter on EDGAR under the form type label CORRESP that key s your response to our comment .
 After reviewing any amendments filed and/or information p rovided, we may raise
additional comments .

Consolidated Financial Statements
1. You have labeled certain pages of this financial statement as unaudited. Please amend
your filing to remove this language.   Consolidated Statement of Changes in Capital Deficit

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the  information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Si nce the company and its management are
in possession of all facts relating to a company’s disclosure, they are r esponsible for the accuracy
and adequacy of the disclosures they have made.

Dr. Cameron Durant
Anavex Life Sciences Corp.
February 25 , 2011
Page 2

  In responding to our comment, please provide  a written statemen t from the company
acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action w ith respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

You may contact Frank Wyman, Staff Accountant , at (202) 551- 3660, or Don Abbott,
Senior Staff Accountant , at (202) 551- 3608, if yo u have questions regarding this comment.  In
this regard, do not hesitate to contact me, at (202) 551- 3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail
Mail Stop 4720

         April 23, 2010

Harvey Lalach
President, Chief Financial Officer,
Secretary and Director
Anavex Life Sciences Corp.
27 Marathonos Ave.,
15351 Athens, Greece

Re:    Anavex Life Sciences Corp.
 Form 10-K for the Fiscal Year Ended September 30, 2009
          File Number:  000-51652

Dear Mr. Lalach,

We have completed our review of your Form 10-K and have no further comments
at this time.
 Sincerely,

Gus Rodriguez
Accounting Branch Chief

CORRESP
1
filename1.htm

   Anavex Life Sciences Corp.: Correspondence - Filed by newsfilecorp.com

ANAVEX LIFE SCIENCES CORP
27 Marathonos Ave.
15351 Athens,
Greece
30 210 603 4026

March 26, 2010

BY FAX AND EDGAR

United States
Securities and Exchange Commission
Mail Stop #4720
Washington DC
20549

    Attention:
    Jim B. Rosenberg

    Senior Assistant Chief Accountant

Dear Sirs/Mesdames:

    Re:
    Anavex Life Sciences Corp. (the
      “Company”)

    Form 10-K for the Fiscal Year Ended
      September 30, 2009

    File Number: 000-51652

Thank you for your letter of March 12, 2010 regarding the
annual report noted above. The Company provide here written responses to your
comments. Our responses are numbered in a manner that corresponds with your
comments as set out in your letter.

Item 2. Properties, page 29

    1.

      As at September 30, 2009, the Company was continuing to
      pay Eurogenet Labs an amount of $70,000 per month (the amount has recently
      increased) by way of a lease for the premises in which our research and
      development activities are being performed. This lease expense has been
      included with research and development expenses in the financial
      statements for each of the years ended September 30, 2009 and 2008. We
      previously had a lease agreement with a CASAD, a Swiss company for the
      rent of premises in Switzerland. This lease ended in July, 2008 and it was
      not renewed. The agreement with CASAD was for office space in respect of
      the Company’s administration; the amount of $75,000 reflected in the
      Statement of Operations for the year ended September 30, 2008 was in
      respect of this lease. At the time the CASAD lease terminated, the
      Company’s administration was moved to British Columbia and the Company has
      not been charged rent for its administration since that
  time.

Consolidated Financial Statements

Report of the Independent Registered Accounting Firm

    2.

      The Company’s President, who also holds the title of
      Chief Financial Officer, is resident in British Columbia. The President is
      responsible for the administration of the Company. The majority of the
      Company’s assets, primarily cash, are located in British
  Columbia.

- 2 -

The accounting records of the Company
are maintained in British Columbia and the majority of the audit work was
performed in British Columbia. The Company’s auditors performed their audit in
British Columbia and there were no other auditors relied upon.

BDO Canada LLP is registered with the
PCAOB. We believe that our connection to Canada and our status as a reporting
issuer to the British Columbia Securities Commission make the selection of and
auditor that is registered with both PCAOB and the Canadian Public
Accountability Board (“CPAB”) appropriate. It is practical and cost effective
for us to engage an auditor who is registered with both PCAOB and CPAB and who
is located in Canada. We have no knowledge of or relationship with an auditor
who is registered with both entities and who is located in the U.S.

The majority of our tangible assets and
liabilities are located in British Columbia including maintenance of bank
accounts, which are with Canadian financial institutions.

Our company is a reporting issuer with
the British Columbia Securities Commission due to its connection with British
Columbia, Canada. Therefore, we believe it is reasonable to have an auditor
located in Canada and in the best interests of our company to have an auditor
registered and in good standing with the Canadian Public Accountability Board.
BDO Dunwoody is such a firm.

In 2009, our audit was performed
entirely in Vancouver, British Columbia by a engagement team based in Vancouver.
We do not expect this to change for 2010. The audit partner in Vancouver was and
will continue to be responsible for PCAOB auditing standard compliance.

The “filing reviewer” procedures
outlined in Section 1000.08n of the PCAOB Interim Quality Control Standards was
and will continue to be applied. BDO (in the United States) will provide a
filing reviewer.

BDO Canada LLP currently performs the
audits of 36 SEC registrants (including dual listed clients). The
Vancouver-based engagement team uses BDO’s PCAOB GAAS/US GAAP checklists in the
audit. The audit partner responsible for the engagement in Vancouver, together
with the manager and certain staff attend BDO sponsored education programs,
which cover US GAAP, PCAOB audit standards, independence and SEC rules and
regulations.

Foreign Currency Translation

    3.

      The Company’s functional currency is the US dollar given
      that all of the Company’s financing is done in the US dollar as well as
      the majority of its expenses are incurred in US currency. In future
      filings, the disclosure will be revised to identify the functional
      currency. The Company does hold small, insignificant balances of Canadian
      dollars and Euros. As such, the effect of exchange rate changes on cash is
      immaterial to disclose as a separate part of the reconciliation of the
      change in cash and cash equivalents.

- 3 -

The Company acknowledges that:

  the Company is responsible for the adequacy and accuracy of the disclosure
  in the filing;

  staff comments or changes to disclosure in response to staff comments do
  not foreclose the Commission from taking any action with respect to the
  filing; and

  the Company may not assert staff comments as a defence in any proceeding
  initiated by the Commission or any person under the federal securities laws of
  the United States.

We look forward to any further comments you may have with
respect to our responses.

Yours truly

ANAVEX LIFE SCIENCES
CORP

 Per: “Harvey Lalach”

  Harvey Lalach,

  President and Chief
  Executive Officer

Via Facsimile and U.S. Mail
Mail Stop 4720

         March 12, 2010

Harvey Lalach
President, Chief Financial Officer,
Secretary and Director
Anavex Life Sciences Corp.
27 Marathonos Ave.,
15351 Athens, Greece

Re:    Anavex Life Sciences Corp.
 Form 10-K for the Fiscal Year Ended September 30, 2009
          File Number:  000-51652

Dear Mr. Lalach:

We have reviewed your filing and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure.  Where our comment requests you to revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filings.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 2. Properties, page 29
 1. We note that your disclosure here indicates  that the research facility the Company
rents from Eurogenet Labs houses a ll of Anavex’s operations, including
administration, research and developm ent, for a lease of $70,000 per month.
However, in “Results of Operations” on pa ge 33, you disclose that the lease expired
during 2008 and that, as a consequence, you pa id no rental or administration fees for
the year ended September 30, 2009 and only $75,000 for the previous year.  Please
revise your disclosure  to rectify this apparent disc repancy.  If you have not been
paying rental fees to Eurogenet Labs since 2008, please disclose the information

Harvey Lalach
Anavex Life Sciences Corp.
March 12, 2010
Page 2
required by Item 2 of Form 10-K as to your  facilities for the y ear ended September
30, 2009 and currently.  In addition, please file as an exhibit any contractual
arrangement you have, whether oral or writ ten, relating to your current facilities.

Consolidated Financial Statements
Report of Independent Regist ered Public Accounting Firm
 2. Your consolidated financial statements  were audited by BDO Dunwoody LLP located
in Vancouver Canada.  Please explain to us  why the audit report was issued in
Canada, given that you appear to have  no operations in Canada and you are
incorporated in the U.S.   Please address th e following to explain to us why Canada is
the appropriate location to  issue the audit report:
• Based on your disclosure, it appears most of your operations, including
administration and research and developm ent, are located in Athens, Greece.
Please tell where the majority of your  management and assets are located.
• Tell where your accounting records are lo cated and where the majority of the
audit work was conducted.
• Please have your auditor e xplain to us how they pe rformed the audit of the
international operations and to what exte nt, if any, other auditors were relied
upon.
 Notes to the Consolidated Financial Statements

Note 2.  Significant Accounting Policies
Foreign Currency Translation, page 2
 3. Please revise your disclosure to identify your  functional currency.  Please tell us how
the functional currency was determined.  Please also tell us whether any cash was
held in other currencies and if so, why your  statement of cash flows does not disclose
the effect of exchange rate changes on cas h balances held in fo reign currencies as a
separate part of the reconc iliation of the change in cash and cash equivalents during
the period.

*    *    *    *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its

Harvey Lalach
Anavex Life Sciences Corp.
March 12, 2010
Page 3
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filings;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

  You may contact Dana Hartz, Sta ff Accountant, at (202) 551-3648 or Don
Abbott, Senior Staff Accountant, at (202) 551-3608 if you have any questions regarding
the processing of your response as well as  any questions regarding comments on the
financial statements and related matters. Y ou may contact Scot Foley, Staff Attorney, at
(202) 551-3383 or Dan Greenspan, Special Co unsel, at (202) 551-3623 with questions on
any of the other comments.  In this regard, do not hesitate to cont act me, at (202) 551-
3679.
        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   March 11, 2008   Mr. Harvey Lalach President, CFO, Secretary and Director Anavex Life Sciences, Inc. 14 Rue Kleberg CH-1201 Geneva, Switzerland
Re: Anavex Life Sciences, Inc.
Form 10-KSB for the Fiscal Year Ended September 30, 2007
 File No. 000-51652

Dear Mr. Lalach:
 We have completed our review of your Form  10-KSB and have no further comments at
this time.
       S i n c e r e l y ,
         J i m  A t k i n s o n         Accounting Branch Chief

Via Facsimile and U.S. Mail Mail Stop 6010         March 5, 2008  Mr. Harvey Lalach President, Chief Financial Officer and Secretary Anavex Life Sciences Corp. 14 Rue Kleberg,  CH-1201 Geneva, Switzerland
Re: Anavex Life Sciences Corp.
Item 4.01 Form 8-K   Filed March 4, 2008
 File No.   000-1314052
Dear Mr. Lalach:
 We have reviewed your filing and have the following comment.  Where indicated,
we think you should revise your document in response to this comment.  If you disagree,
we will consider your explanation as to why our  comment is inapplicable or a revision is
unnecessary.  Please be as detaile d as necessary in your explan ation.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comment or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.
 Item 4.01

1. Please amend your Form 8-K to file as an exhibit thereto, a curre ntly dated former
accountant’s letter that refe rences the Form 8-K that you are filing.  Such letter
must be filed within two business days of  your receipt.  Refer to Item 304(a)(3) of
Regulation S-K.

Mr. Harvey Lalach
Anavex Life Sciences Corp. March 5, 2008 Page 2    As appropriate, please amend your filing and respond to this comment within five
business days or tell us when you will respond.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please understand that we may have
additional comments after reviewing your amendment and response to our comment.
  We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     If you have any questions, please call me at (202) 551-3659.
         S i n c e r e l y ,           K e i  I n o         S t a f f  A c c o u n t a n t

CORRESP
1
filename1.htm

February 15, 2008

United States Securities and Exchange Commission

Division of Corporate finance

100F Street, NE

Washington, DC 20549-6010

Attn: Sasha Parikh

            RE:

            Anavex Life Sciences Corp.

            Form 10-KSB for the year ended September 30, 2007

            File No. 000-51652

Further to your letter dated February 11, 2008 I wish to advise that the Report from the Independent Registered Public Accounting Firm – Amisano Hanson that was delivered to Anavex Life Sciences Corp was a signed report however in the process of preparing the file for EDGAR a formatting error was made and was not identified prior to filing.

I have retained the originally singed report for our records.

We confirm that future reports will include the typed signature of our independent accountants.

Additionally we acknowledge the following:

            •

            the company is responsible for the adequacy and accuracy of the disclosure in the filing;

            •

            staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

            •

            the company may not assert staff comments as a defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Harvey Lalach

Harvey Lalach, President

Anavex Life Sciences Corp.

14 rue Kleberg,  Geneve, Switzerland CH-1201 Ph: 250-864-2740  Fax: 250-764-9701

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   February 11, 2008   Mr. Harvey Lalach President, CFO, Secretary and Director Anavex Life Sciences, Inc. 14 Rue Kleberg CH-1201 Geneva, Switzerland
Re: Anavex Life Sciences, Inc.
Form 10-KSB for the Fiscal Year Ended September 30, 2007
 File No. 000-51652

Dear Mr. Lalach:

We have reviewed your filing and have the following comment. We have limited
our review to your financial statements a nd related disclosures and do not intend to
expand our review to other portions of your document. After reviewing the information
provided, we may raise additional comments and/or request that you amend your filing.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Report of Independent Regist ered Public Accounting Firm

1. Since the report filed does not contai n a typed signature of Amisano Hanson,
Chartered Accountants, please confirm that they provided a manually signed
report that is the same as the one in cluded in your filing and that you have
retained it for your records.  Confirm to  us that future reports will include the
typed signature of your independent accountants.

***************************

Mr. Harvey Lalach
Anavex Life Sciences, Inc. February 11, 2008 Page 2
 Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your response to our
comment and provide the request ed information.  Detailed le tters greatly facilitate our
review.  Please furnish the letter to us via EDGAR under the form type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Sasha Pa rikh, Staff Accountant, at (202) 551-3627 or Lisa
Vanjoske, Assistant Chief Accountant, at ( 202) 551-3614 if you have questions regarding
the comment.  In this regard, do not he sitate to contact me at (202) 551-3679.
  Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Blank form Request for Acceleration

THRIFTY PRINTING INC.

3702 South Virginia Street, #G12-401

Reno, Nevada 89502

Telephone:  (604) 537 1608

BY FAX AND EDGAR

November 9, 2005

Mr. Thomas Kluck

United States Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C.  20549

Dear Sirs/Mesdames:

Re:	Thrifty Printing Inc. - Form SB-2 Registration Statement - File No. 333-122005

The undersigned hereby requests, pursuant to Rule 461(a) of the Securities Act of 1933, as amended, that the Effective Date of the above-noted Form SB-2 Registration Statement be accelerated and become effective at 10:00 a.m. (Eastern Standard Time) on Thursday, November 10, 2005 or as soon thereafter as possible.

The undersigned hereby acknowledge that:

1.	should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

2.	the action of the Commission or the staff, acting pursuant to 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; and

3.	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 laws of the United States.

Yours truly,

THRIFTY PRINTING INC.

Per:

 /s/ Yang Wu

Yang Wu, President

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561
      October 27, 2005

Mr. Yang Wu, President and CEO
Thrifty Printing, Inc.
3702 South Virginia Street, #G12-401
Reno, NV 89502-6030

      Re.	Thrifty Printing, Inc.
   Registration Statement on Form SB-2
      Amendment No. 4 filed September 15, 2005
   File No. 333-122005

Dear Mr. Wu:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. In several places in the prospectus, information is given as of
June 30, 2005 (selling stockholders holdings, financial
information,
etc.).  Please update to the most recent practicable date.

Prospectus Summary, page 4

2. In the prospectus summary, as well as elsewhere in the
prospectus,
reference is made to a $50,000 loan which has been "agreed" to
between the company and the company`s officers and directors.
Please
clarify whether this agreement has been documented and if so
include
such documentation as an exhibit to the registration statement.
In
addition, revise the disclosure to provide the material terms of
such
loan.  Please also address whether the $5,668 loaned to the
company
by the directors as of June 30, 2005, is part of the $50,000
referred
to elsewhere.

Description of Business, page 18

Marketing, page 19

3. We note the statement that "we plan to promote website brand
through media advertising, public relations and participation in
trade shows."  Please revise to state that the company will or
make
every attempt and a good faith effort to promote its website.

4. We note the statement "[w]e will list our website on Google and
Yahoo after our website`s new additional features are developed,
which will be in October 2005."  Please update the disclosure.

Management`s Discussion and Analysis and Plan of Operation, page
22

Plan of Operation, page 22

5. We note that the first three milestones were expected to be
completed by September 2005.  Please revise to indicate whether
these
milestones have been completed.  Also indicate whether the company
has already provided funding for these milestones, e.g., $15,000
to
add new feature to the website, $5,000 for promotions, and $10,000
to
hire local representatives.

6. Disclose the cash on hand as of the most recent practicable
date.

Cash Requirements, page 24

7. Please update the statement "[w]e believe the Company will
start
generating revenues when new features have been added to our
website
and we have started our promotions in accordance with our business
plan, which will be in about October 2005."

Research and Development, page 25

8. We note the statement that "[w]e will spend a further $2,500 to
$5,000 developing the website between now and September 2005."
Please reconcile this statement with the disclosure in milestone
one
that the company will spend an additional $15,000 to improve its
website.  Also update the information.
Other Expenses, page 25

9. We note the statement "[w]e expect to incur a total of $25,000
in
legal expenses...about $10,000 has been paid and the balance will
be
paid."  Please reconcile this statement with the disclosure in the
table on page 24 that the estimated funding for legal in the next
twelve months is $10,000.

10. We note the statement that "[w]e expect to incur a total of
$5,000 in auditing expenses."  Please include this amount in the
table regarding estimated funding during the next twelve months on
page 24.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your response to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Angela Halac at (202) 551-3398 or Hugh West
at
(202) 551-3872 if you have questions regarding comments on the
financial statements and related matters.  Questions on other
disclosure issues may be directed to Thomas Kluck at (202) 551-
3233
or Mike Karney, who supervised the review of your filing, at (202)
551-3847.

								Sincerely,

								John Reynolds
      Assistant Director

cc:	Ailin Wan
	Fax (604) 669-5791
??

??

??

??

Mr. Wu Yang
Thrifty Printing, Inc.
October 27, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561
      August 22, 2005

Mr. Yang Wu, President and CEO
Thrifty Printing, Inc.
3702 South Virginia Street, #G12-401
Reno, NV 89502-6030

      Re.	Thrifty Printing, Inc.
   Registration Statement on Form SB-2
      Amendment No. 3 filed July 29, 2005
   File No. 333-122005

Dear Mr. Wu:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.  Please note that the page numbers
referred to below refer to the numbering of the non-EDGAR marked
copy.

General

1. As noted in our first comment letter, Section (a)(2) of Rule
419
defines a blank check company as a company that is issuing penny
stock that is "a development stage company that has no specific
business plan."  In discussing this definition in the adopting
release, the Commission stated that it would "scrutinize . . .
offerings for attempts to create the appearance that the
registrant .
. . has a specific business plan, in an effort to avoid the
application of Rule 419."  See Security Act Release No. 6932
(April
13, 1992).  We note that throughout the prospectus, when the
company
discusses its business plan, the company uses terms such as
"should
strive," "plan," "expect," or "may raise."  Also, it is unclear
whether officers and directors will contribute funds necessary to
implement the business plan or whether the company will attempt to
raise additional capital.  Please

significantly revise the disclosure to include a specific business
plan in which the company has a clear plan to obtain funding and
to
implement its plan.  Otherwise, please provide disclosure to
comply
with Rule 419.   See our comments in the MD&A section.

Prospectus Summary, page 4

Our Business, page 4

2. We note the statements that "[i]n order to fund our plan of
operation, we anticipate that we will require an additional
$59,000
to $82,000 for the next three months.  We have a plan to raise the
funds through a private placement or loans from directors of the
company."  Please revise in light of comment one and our comments
in
the MD&A section.

Number of Shares Being Offered, page 4

3. We note your cross-reference to the "Plan of Distribution"
section.  Revise the registration statement to delete the use of
cross-references from the forepart of the prospectus except for
the
cross-reference to the risk factors on the cover page.

Risk Factors, page 5

Risks Associated with Our Common Stock, page 8

4. In risk factor three under this subsection, we note the
subheading
that states "could affect the ability of our stockholders to
realize
any current trading price of our common stock."  We note that the
company`s stock is currently not trading.  Please revise.

Securities and Exchange Commission`s Public Reference, page 10

5. Please include the Commission`s new address: 100 F Street,
N.E.,
Washington, DC 20549.

Description of Business, page 18

Marketing, page 19

6. We note the statement "[w]e will need to raise additional funds
to
carry out the advertisement."  Please describe whether the company
will raise the additional funds.

7. Please describe whether the company has listed its website
address
on Google or Yahoo.  If not, please explain when the company will
be
listed on any website search directories.

Competition, page 20

8. On page 21, under the subheading "Significant cost savings," we
note the statement "we are able to offer approx. 50% off of
average
price referred to in the above chart."  It appears that table does
not include all photofinishing companies that offer their services
over the internet.  Please remove this statement and include a
statement which provides that the chart does not include all
competitors.

9. On page 21, under the subheading "Convenience," we note the
statement "[t]he more corner store dealers we have, the more
customers we will have."  This statement appears to be
promotional.
Please provide a reasonable basis for the statement or remove.

Growth Strategy, page 21

10. Please describe whether the company will contact website
affiliates to establish relationships and enter into arrangements
where the company will place its website ad on the affiliate`s
website.

Management`s Discussion and Analysis and Plan of Operation, page
22

Plan of Operation, page 22

11. We note the statement ""[o]ur operating activities during this
period consist of primarily  . . . establishing our core presence
as
an internet website."  Please describe how the company has been
establishing its core presence as an internet website.

12. Please explain the statement "[h]owever, until we receive lots
of
orders after the website is fully operational with new additional
features in the future, we will not generate any significant
revenue."  Will the company receive lots of orders after the
website
is fully operational with additional features?  Why will the
company
receive lots of orders?  Why does the website need the additional
features to receive orders?  How is the website fully operational
if
it needs these additional features?  Please explain.

13. On page 23, we note the statement that "[i]n our management
opinion to effectuate our business plan in the next twelve months
the
following events need to occur or we should strive to reach the
following milestones in order for us to become profitable."
Please
revise to state that the company will effectuate or will make
every
attempt and a good faith effort to effectuate the business plan in
the next twelve months.

14. On page 23, we note in the first milestone that the company
states "(1) We must further improve the quality of our website by
adding the following features."  Please revise to state, if true,
that the company will add the following new features to improve
its
website.

15. On page 23, we note the statement that "(2) we must continue
to
increase online promotional efforts to sell our services,
encouraging
customers to download their photographs for photofinishing by us."
Please revise to state, if true, that the company will undertake
such
efforts.  Please revise similar disclosure such as "plan to carry
on
low cost advertisements through printed media," "we plan to join
the
`Print Ontario` trade show," "we will also try to list our
website,"
and "we also plan to list our website on all of these kinds of
search
websites."

16. Please explain the statement on page 23 that "[i]n the opinion
of
management, available funds will probably not satisfy our working
capital requirements through September 30, 2005."   Please
describe
the company`s capital requirements.  Please describe whether
officers
and directors will contribute the necessary capital.  Please
explain
how much capital officers and directors will contribute, when such
contribution will be made and on what terms, e.g., loans.

17. On page 23, we note the statement "[w]e anticipate that we
will
need to raise additional capital to continue operations."  Please
explain why the company needs additional capital to continue its
operations.  If the company only needs to raise capital to
implement
its business plan please clarify.  Please explain how much capital
the company will need to implement its business plan and/or to
continue with its operations.  It may be helpful to discuss how
much
capital the company will need to raise, if any, in order for the
company to generate revenues.

18. We note the statement that "[s]uch additional capital may be
raised through public or private financing as well as borrowing
and
other sources."  In light of the disclosure of the immediate cash
requirements of the company, please specifically explain how the
company will obtain the additional funding.

Cash Requirements, page 23

19. On page 24, we note the statement that "[o]ur directors and
officers intend to contribute by way of loan up to an additional
$50,000 of their own funds collectively toward our Company first
before we need to seek financing through private placement and
will
lend the fund when it is required."  Please specifically describe
which milestones the company will implement with the $50,000.
Also
describe which milestones the company will implement if it raises
capital.  Please describe at what stage in the business plan the
company will generate revenues and/or be able to sustain
operations.

20. In light of the company`s poor financial condition, please
explain why the company is only registering the resale of common
stock and not raising capital in this offering.  If the company`s
business plan does not include raising capital in a public
offering
please explain.

21. On page 24, we note the statement "[t]here are no assurances
that
we will be able to obtain further funds required for our continued
operations."  Please reconcile this statement with the disclosure
on
page 24 that "[o]ur directors and officers intend to contribute by
way of loan up to an additional $50,000."

Research and Development, page 24

22. We note the statement "[w]e expect to spend a further $2,500
to
$5,000 developing the website between now and September 30, 2005."
Please revise to state, if true, that the company will spend such
amounts.

Reports to Security Holders/Where You Can Find More Information,
page
28

23. Please include the Commission`s new address: 100 F Street,
N.E.,
Washington, DC 20549.

Financial Statements

24. Please note the updating requirements for the financial
statements as set forth in Item 310(g) of Regulation S-B and
provide
a current consent of the independent accountant in the amendment.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your response to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Angela Halac at (202) 551-3398 or Hugh West
at
(202) 551-3872 if you have questions regarding comments on the
financial statements and related matters.  Questions on other
disclosure issues may be directed to Thomas Kluck at (202) 551-
3233
or Mike Karney, who supervised the review of your filing, at (202)
551-3847.

								Sincerely,

								John Reynolds
      Assistant Director

cc:	Ailin Wan
	Fax (604) 669-5791
??

??

??

??

Mr. Wu Yang
Thrifty Printing, Inc.
August 22, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

      July 19, 2005

Mr. Yang Wu, President and CEO
Thrifty Printing, Inc.
3702 South Virginia Street, #G12-401
Reno, NV 89502-6030

      Re.	Thrifty Printing, Inc.
   Registration Statement on Form SB-2
      Amendment No. 2 filed June 9, 2005
   File No. 333-122005

Dear Mr. Wu:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.  Please note that the page numbers
referred to below refer to the numbering of the non-EDGAR marked
copy.

1. Please briefly describe the company`s operations or
developments
from January 23, 2004 to October 1, 2004.

2. We note that the company has undertaken/is undertaking several
private placement offerings contemporaneously with this offering.
Please provide an explanation as to how these private placements
can
be undertaken simultaneously with this offering and consistently
with
the requirements (including but not limited to the requirement
prohibiting general solicitations) of the federal securities laws.
We may have further comment.

3. We note the statement that the company "commenced operations on
October 1st, 2004."  Please reconcile this statement with the
disclosure in the financial statements that the company has not
earned any revenues.
4. We note the statements that "[w]e have completed our website
and
have begun receiving and developing photos. . . . It [website] has
been fully operational since February 2005."  Please reconcile
these
statements with the disclosure in the financial statements that
the
company has not earned any revenues.

5. We note the statement that "[o]ur head offices are located at
3702
South Virginia . . . Reno, Nevada."  Please reconcile this
statement
with the disclosure in risk factor three that all of our assets
and
all of our directors and officers are outside of the United
States"
and the disclosure in the description of business section that the
business administration is conducted in China.

6. We note the statement that "[w]e are a development stage
company
and have only generated a limited amount of revenue since our
inception on January 23, 2004."  Please reconcile this statement
with
the disclosure in the financial statements that the company has
not
earned any revenues.

Summary of Financial Data, page 5

7. Please revise your table to remove the period from January 23,
2004 (date of inception) to December 31, 2004, and replace with
the
applicable date for the six months ended March 31, 2005.

Risk Factors, page 6

8. In risk factor one, we note the statement that "we received an
aggregate of $24,000 gross proceeds from another private placement
financing in March 2004."  Please clarify when this private
placement
was completed.

9. In risk factor two, we note that the company has deleted the
statement that "[w]e . . . have only generated revenue in the
amount
of $5,150.23 as of February 28, 2005."  We also note the statement
that "[w]e have begun to receive and develop photos form our
website
and have only generated minimal revenue."  Please reconcile these
statements with the disclosure in the financial statements that
the
company has not earned any revenues.

Directors, Executive Officers, Promoters and Control Persons, page
18

10. Please include the names of the online store selling Chinese
CDs
and of the moving company that was started by Mr. Wu.

Description of Business, page 22

11. We note the statements "[w]e . . . commenced business
operations
. . . generated minimal revenue."   Please reconcile these
statements
with the disclosure in the financial statements that the company
has
not earned any revenues.

Our Current Business, page 22

12. We note the statement "[t]his part of the website is fully
operational."  Please explain whether there are parts of the
website
that are not fully operational.

13. Please explain whether the company has taken orders from
registered members and generated any revenues from such orders.

14. We note your statement that "[w]e currently plan to charge
$2.99
per order for shipping anywhere in the U.S. and Canada. . . . no
matter how many prints are in the order."  Please advise how the
company can only charge $2.99 an order for delivery to anywhere in
the U.S. or Canada if, for example, a person orders hundreds of
large
prints?  Please explain the shipping charges to the company by the
China Post EMS.  We note that most carriers, such as the U.S.
Postal
Service and FedEx, appear to charge per size of the order and by
time
of delivery.  Please explain.  We may have further comment.

15. We note the statement "[i]n total a customer`s order may take
up
to 7 business days for home delivery."  Please explain the
delivery
process of the China Post EMS and the charges to the company per
time
of delivery.  We may have further comment.

16. We note the statement that "[w]e give corner stores of our
dealer
network unique price chart."  Please explain whether the prices
charged by the company to corner stores are less than the prices
charged to customers via the company`s website.

17. Under the subsection "Employees," please describe whether the
two
associates that are Mr. Wu Pei Ru`s relatives are employees of the
company.

18. Please describe whether the company has begun receiving orders
from corner stores that entered into dealer agreements with the
company.

Marketing, page 23

19. We note the statement "free listings on search website
directories like Google and Yahoo."  Please explain.

Technology, page 24

20. We note the disclosure that Mr. Yu Wan currently pays the $500
monthly fee to Instaspace Technologies on behalf of the company
and
that the company will reimburse him later.  In the section
"Certain
Relationships and Related Transactions," please describe all funds
loaned by Mr. Yu Wan to the company and the conditions of
repayment.
See Item 404(a) and (d) of Regulation S-B.  In addition, to the
extent that such an agreement by and between the company and Mr.
Yu
Wan is evidenced in writing, provide disclosure of all material
provisions of such written agreements and include it as an exhibit
to
this registration statement.
Competition, page 24

21. In the comparisons of price, please include costs of shipping.
We may have further comments.

22. Please explain "50% off of regular price."

23. We note the comparison of the company to Kodak and Sony.
Please
explain the differences in financial positions and resources
between
the company and Kodak or Sony.

Management`s Discussion and Analysis and Plan of Operations, page
27

Plan of Operations, page27

24. We noted from your disclosures on page 4 (our business) and
page
27 that you have begun receiving and developing photos and have
generated limited revenues.  It is not clear to us where your
revenues have been recorded in your financial statements.  In this
connection, please revise your financial statements and critical
accounting policies (page 31) to include your policy for revenue
recognition.  Address each of the criteria in SAB 104 and EITF 99-
19
in your response and revised disclosure.   We may have additional
comments.

25. As applicable, please revise the statement of "minimal
revenues"
in light of the disclosure in the financial statements.

26. On pages 28 and 27, we note the disclosure that "he needs to
pick
up the order by himself after 5 business days."  Please explain.

27. On page 28, please remove the promotional statement that
"[t]he
corner stores we contacted all appeared very happy to work with
us."

28. On page 28, we note the statement "[t]hey are working for us
at
no cost in their spare time right now, but we will negotiate their
compensation after the Company becomes profitable."  Please
explain
whether the two associates will be compensated later for their
current work.

29. On page 28, we note the statement "increase in photofinishing
sales."  Please explain if the company has had any sales.

30. We note that in the "Plan of Operation," the estimated costs
for
the next twelve months appear to be from $40,000 to $60,000.
Please
reconcile this amount with the disclosure in the "Prospectus
Summary"
that discloses the costs to be between $25,000 and $30,000, in
risk
factor one that discloses the costs to be between $25,000 and
$30,000
and under the subsection "Cash Requirements," in the table, that
discloses the costs to be between $25,000 and $36,000.

Cash Requirements, page 29

31. In the table on page 30, please reconcile the line item costs
with those costs described in the "Plan of Operations."  For
example,
in the plan of operations we note website costs of $15,000 and in
the
table these costs are $5,000 to $7,500.  Also, in the plan of
operations we note the hiring of local representatives for $10,000
and of marketing specialists for $10,000 to $30,000 whereas in the
table it is unclear how theses costs are accounted for.

32. In describing the costs in the table for the next twelve
months,
please include legal costs.

Unaudited Interim Financial Statements

Interim Financial Statements for December 31, 2004

33. Please remove these interim financial statements as unaudited
interim financial statements in a registration statement are
required
for the most recent fiscal quarter, in this case, the six months
ended March 31, 2005.  Please refer to the guidance in Item 310(b)
of
Regulation SB.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your response to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Angela Halac at (202) 551-3398 or Hugh West
at
(202) 551-3872 if you have questions regarding comments on the
financial statements and related matters.  Questions on other
disclosure issues may be directed to Thomas Kluck at (202) 551-
3233
or Mike Karney, who supervised the review of your filing, at (202)
551-3847.

								Sincerely,

								John Reynolds
      Assistant Director

cc:	Ailin Wan
	Fax (604) 669-5791
??

??

??

??

Mr. Yang Wu,
Thrifty Printing, Inc.
July 19, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

April 28, 2005

MAIL STOP 0511

Mr. Yang Wu, President and CEO
Thrifty Printing, Inc.
3702 South Virginia Street, #G12-401
Reno, NV 89502-6030

Re:	Thrifty Printing, Inc.
File No. 333-122005
Registration Statement on Form SB-2
      Amendment 1 filed March 17, 2005

Dear Mr. Wu:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note your response to our previous comment one and repeat
the
comment in part.  If you believe that you do not fall within the
definition of a blank check company, appropriate disclosure should
be
included in your prospectus to demonstrate your status as a non-
blank
check company, including the assurance of the company`s intention
not
to enter into a merger or acquisition.  Please also include a
specific plan for implementing such business plan.

2. We note your response to our previous comment two.  We note
that
on page 19 of the initial SB-2 filing filed on January 13, 2005,
you
state that 2,000,000 shares of common stock were outstanding on
December 31, 2004.  In amendment one, on page 20, you state that
3,200,000 shares were outstanding on February 28, 2005.  In
amendment
one, in the Recent Sales of Unregistered Securities section, you
state that the company further sold 1,200,000 shares of common
stock
to its directors and officers on December 31, 2004.  We note that
this transaction was not disclosed in the initial registration
statement.  Please explain why neither the additional 1,200,000
shares outstanding nor the transaction involving the company
selling
the 1,200,000 shares to its officers and directors was disclosed
in
the initial registration statement.  In addition, please explain
why
the interim statements of operations for the three months ended
December 31, 2004 reflect the weighted average number of shares
outstanding as 2,000,000 shares.  We may have further comments.

Back Cover Page of Prospectus

3. Please provide the dealer prospectus delivery language required
by
Item 502(b) of Regulation S-B.

Prospectus Summary

4. We repeat in part our previous comment six.  Please briefly
describe the business operations since October 1, 2004.  Please
describe whether the company has begun receiving and developing
photos through its website on the internet.

5. We note the statement that "[w]e provide primarily digital
photography photofinishing through our website.  Information
contained on our website does not form part of this prospectus."
Please include the company`s website address.  Please clearly
disclose whether the company`s website is fully operational or at
what stage of development.

6. We note the statement that "[o]ur business plan for the next 12
months is to improve our website to make easier for our customers
to
use our website for photofinishing."  Please disclose the first
steps
of your proposed business plan.  Please revise to discuss whether
your website is fully operational and, if not, whether it is
likely
to be fully operational in the next 12 months.

7.  We note the statement that the company`s business plan is "to
have about 60 corner stores in the Calgary and San Francisco areas
to
participate in our website photofinishing operations."  Please
provide a reasonable basis for the statement or delete.

8. Please clarify that the net loss is for the three month period
ending December 31, 2004 or provide the net loss since inception
which may be more helpful to investors.

Risk Factors

9. In risk factor one, please clarify that the net loss is for the
three month period ending December 31, 2004 or provide the net
loss
since inception which may be more helpful to investors.  Please
include that the company currently does not have enough cash to
fund
operations for the next twelve months.

10. In risk factor two, please do not include an amount of revenue
which is not reflected in the financial statements.  In addition,
please include whether the company has begun to receive and
develop
any photos from its website.

11. In risk factor three, we note the statement that "[t]he legal
system regarding civil liabilities in China is very different from
that in the United States."  Please describe whether it would be
difficult for an investor to enforce civil liabilities against an
officer or director in China.

12. We repeat in part our previous comment 16.  In risk factor
six,
we note that the company discusses that operations may be
disrupted
by technological or other problems.  Please discuss whether the
company`s website is fully operational.

13. In risk factor nine, please discuss which director and officer
is
involved in other business activities and describe such other
business activities.  Please discuss the amount of time per week
this
director or officer intends to devote to the company.

Directors, Executive Officers, Promoters and Control Persons

14. We repeat in part our previous comment 23.  Please discuss
whether Mr. Wu still owns the online store selling Chinese CDs and
the moving company in Japan.  If not, please explain why. Also
include any amount of time per week which he devotes to these
other
companies.  Please describe whether he is a full-time graduate
student and explain how he spends the other 70% of his working
hours.

Description of Property

15. Please discuss the principal terms of the lease agreement for
the
company`s office in China.

Description of Business

16. Please confirm supplementally that the company has received
orders from corner stores whereupon the company has provided
digital
photography photofinishing to such corner stores through the
company`s website.  The company may want to state clearly how the
company has generated revenue.  Please only include the amount of
revenue if such revenue is described in the financial statements.
Otherwise, only refer to such revenues as minimal, but do not
include
the amounts.  If the company will include updated financial
statements in its next amendment, please describe the revenue in
the
Management Discussion and Analysis section.

Our Current Business

17. In this section, please clearly describe specifically whether
the
company`s website is fully operational or the current stage of
development.

18. Please explain the term "conventional film photographers" and
explain how these persons use the company`s website.

19. Please describe whether persons can currently create accounts
to
upload, store and manipulate digital images from the company`s
website and then order hard copies to be delivered in 5 business
days.  Throughout the prospectus, please clearly distinguish
between
future and current applications.

20. Please name the corner stores in Calgary, Alberta in which the
company has entered into agreements.  Please describe the
principal
terms of each agreement.

21. Please describe how a person becomes a member to use the
website.
Is this part of the website fully operational?  Does the company
have
any current members?  Do these persons pay a fee to be a member?

22. Please describe the principal terms of the agreement between
the
company and GL Photo Processing Corp.

23. We note that the company states "[w]e currently plan to charge
$1.99 per order for shipping anywhere in the U.S. and Canada."
Please describe "per order."  Also indicate the prices the company
will charge for the photofinishing.  Please clearly describe
whether
the company will take orders from customers in countries other
than
the U.S. and Canada.

24. Please discuss how the company located the Calgary corner
stores
in which it has entered into agreements.  Also discuss how it will
locate and negotiate with other corner stores in Calgary and San
Francisco.  Please describe whether the company will be the
exclusive
digital photography photofinishing company for these corner
stores.
Also indicate whether the company is currently providing these
services for the three corner stores in Calgary.

Marketing

25. Please provide a reasonable basis for the statement "we
provide
services with cheaper price than supermarket stores and
wholesalers."
Has the company performed a market study?  Is the company
referring
to supermarket stores and wholesalers in the U.S. or Canada?  If
you
cannot provide a reasonable basis, the statement should be
removed.

26. In general, some of the information in the business section
appears promotional, rather than factual, and should be revised to
remove all promotional statements.  We refer, for example, to the
reference "we plan to aggressively promote our website."  Please
revise accordingly.

27. Please specifically describe the national newspapers and
magazines.  We note that the company discloses in the MD&A section
that it will allocate only $5,000 to $7,500 for marketing during
the
next twelve months.  Please disclose any research the company has
performed regarding advertisements through these mediums and the
reasonable basis that the company would be able to use such
mediums
for the amounts described during the next twelve months.  We also
note that the company is uncertain whether it has these funds or
if
it will need to raise additional capital.  Some of the statements
may
be promotional in nature and may need to be removed.

28. Please specifically describe the "free search engine traffic
and
listings."

29. Please describe the "major search engines."

Technology

30. Please discuss the principal terms of the agreement between
the
company and Instaspace Technologies.  Please describe the recourse
for the company in the case of Instarspace`s failure to provide
the
"100% uptime guarantee."  Also, describe whether the company
currently pays Instarspace Technologies $500 a month.

Competition

31. Please describe the competitive business conditions and
company`s
competitive position in the industry.  Please further describe the
methods of competition such as price and whether the company`s
orders
will be priced lower than those of other similar companies.
Please
include the reasonable basis for any comparisons.  See Item
101(b)(4)
of Regulation S-B.

Growth Strategy

32. Please describe the online advertisement.

33. Please describe the trade shows that the company intends to
participate.

34. Please describe the websites in which the company intends to
establish as "website affiliates."  Has the company entered into
any
such arrangements?  If yes, please describe or provide the
reasonable
basis for the statement.

Management`s Discussion and Analysis and Plan of Operations
Plan of Operations

35. We repeat our previous comment 57.  Please describe the
company`s
plan of operations for the next twelve months as required by Item
303(a) of Regulation S-B.  Provide details of your specific plan
of
operations, including detailed milestones, the anticipated time
frame
for beginning and completing each milestone, the estimated
expenses
associated with each milestone and the expected sources of such
funding.  Please explain how the company intends to meet each of
the
milestones if it cannot receive funding.  See Item 303(a)(1) of
Regulation S-B.

Cash Requirements

36. Please discuss how long the company can satisfy its cash
requirements.  See Item 303(a)(1)(i) of Regulation S-B.

Other

37. Please discuss any expected significant changes in the number
of
employees.  See Item 303(a)(1)(iv) of Regulation S-B.

Executive Compensation

38. We repeat our previous comment 62.  Please clearly describe
whether any compensation will be paid by the company to any
officer
for the current year.

Financial Statements
Unaudited Interim Financial Statements
Interim Balance Sheets, page 42

39. We noted that you recorded share subscriptions receivable from
a
director at December 31, 2004.  Please tell us supplementally, and
disclose in Note 3 (share subscriptions receivable, page 46) when
the
receivable was paid in cash.  Please note that if the receivable
has
not been paid prior to the publication of your financial
statements,
the staff would expect such amounts to be presented as contra
equity.
Please refer to SAB Topic 4E.

Interim Statements of Operations, page 43

40. We noted that the weighted average shares outstanding at
December
31, 2004 was 2,000,000 shares; however, your disclosure on page 5
(Summary Financial Data) indicates 1,469,388 weighted average
shares
outstanding.  Please revise this inconsistency.

Part II
Exhibits

41. Please include executed copies of the agreements for exhibits
10.3 and 10.4.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your response to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Angela Halac at (202) 551-3398 or Hugh West
at
(202) 551-3872 if you have questions regarding comments on the
financial statements and related matters.  Questions on other
disclosure issues may be directed to Thomas Kluck at (202) 551-
3233
or Mike Karney, who supervised the review of your filing, at (202)
551-3847.

						Sincerely,

						John Reynolds, Assistant Director
						Office of Emerging Growth Companies

cc:	Ailin Wan
	Fax (604) 689-9773
??

??

??

??

Thrifty Printing, Inc.
April 28, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

February 8, 2005

MAIL STOP 0511

Mr. Yang Wu, President and CEO
Thrifty Printing, Inc.
3702 South Virginia Street, #G12-401
Reno, NV 89502-6030

Re:	Thrifty Printing, Inc.
File No. 333-122005
Registration Statement on Form SB-2
      Filed January 13, 2005

Dear Mr. Wu:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Section (a)(2) of Rule 419 defines a blank check company as a
company that is issuing penny stock that is "a development stage
company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other
entity."  In discussing this definition in the adopting release,
the
Commission stated that it would "scrutinize . . . offerings for
attempts to create the appearance that the registrant . . . has a
specific business plan, in an effort to avoid the application of
Rule
419."  See Security Act Release No. 6932 (April 13, 1992).

Your disclosure indicates that you are a development stage company
that intends to be an on-line photofinishing company.  Your
disclosure also shows, that you have no assets other than cash of
$28,110, no revenues, no operations, no developed website, no
experience in the on-line photofinishing business and no full-time
employees.  We note that the company is not raising any capital in
this offering.  It is uncertain from your disclosure whether the
company will be able to implement its business plan based on the
amount of its current cash position.  It is unclear if and how the
company will raise additional capital.  Also, it appears from the
disclosure that the company may not be able to make a profit based
on
the expenses and revenues in the proposed business.  Furthermore,
we
note that the company lacks a specific plan of operations for the
next twelve months.

In view of the foregoing, it appears that your proposed business
may
be commensurate in scope with the uncertainty ordinarily
associated
with a blank check company.  Accordingly, please revise your
disclosure throughout your registration statement to comply with
Rule
419 of Regulation C or supplementally provide a detailed
explanation
as to why Rule 419 does not apply to this offering.  If you
believe
that you do not fall within the definition of a blank check
company,
appropriate disclosure to demonstrate your status as a non-blank
check company should be included in the prospectus as well as a
specific business plan.  We offer the following comments to help
you
revise your disclosure.

2. We note the registration statement covers the resale of 76% of
the
shares of common stock outstanding of Thrifty Printing, Inc. in
your
initial public offering.  Under these facts, your offering appears
to
be an "at the market offering of equity securities by or on behalf
of
the registrant" under Rule 415(a)(4) of Regulation C through the
selling security holders who appear to be underwriters under the
Securities Act.  Because Thrifty Printing, Inc. does not qualify
to
conduct an offering "at the market," please revise the terms of
your
offering to provide that all offers and sales will be made at a
disclosed fixed price for the duration of the offering, as would
be
required in a primary offering by Thrifty Printing, Inc.  Under
Rule
415(a)(1)(ix), the offering must be prompt
and continuous for the duration of the offering.  Note that
Thrifty
Printing, Inc. does not
appear to qualify to conduct a delayed offering under Rule
415(a)(1)(x).  Please expand
the disclosure to explain how the offering will be conducted in a
prompt and continuous manner.  If you disagree that the offering
should be considered a primary offering by Thrifty Printing,
please
provide your analysis supplementally.

3. In Note 1 to the financial statements, the company states
"[m]anagement has plans to seek additional capital through a
public
offering of its common stock."  We note that the company is not
seeking to raise capital in this offering.  Further, it appears
that
there is no reference in the registration statement to the company
raising capital in a public offering.  Please explain throughout
the
applicable parts of the registration statement the company`s plan
to
raise capital in relation to the disclosure in Note 1.

4. On the prospectus cover page, and throughout the prospectus,
you
make reference to getting the company`s shares listed on the OTC
Bulletin Board.  Wherever such disclosure is provided, additional
disclosure should be provided to the effect that there can be no
assurances that the company will be approved for listing on the
OTC
Bulletin Board.  We note, for example, the language in the
footnote
on page 10 of the prospectus.

Table of Contents

5. We note that most your table of contents is in all capital
letters.  All capital letters impede the readability of the
disclosure.  Instead of all capital letters, use bold face type or
italics to highlight the information.  Revise throughout the
prospectus as necessary.

Prospectus Summary

6. We note that the company states that it has commenced
operations
on October 1, 2004 and that "[w]e are an on-line photofinishing
company."  Please reconcile with the disclosure on page 21 of the
business section that "[w]e are a development stage company that
has
not commenced business operations."  If the company has begun
operations, please briefly describe such operations.

7. Please include a brief summary of your proposed business plan.
See Item 503 of Regulation S-B.

8. We note the statement that the company has not "generated any
significant revenue since inception."  Please revise to indicate
that
the company has not generated any revenues since inception.  In
addition, please include that the company has had a net loss.

9. We note the statement that "we anticipate that we will require
an
additional $25,000 to $30,000 through October, 2005."  Please
indicate whether the company has any plans to raise capital.

10. We note that the company states that "[o]ur financial
statements
contain additional note disclosures describing the circumstances
that
lead to this disclosure by our independent auditors."  Instead of
referring to the note in the financial statements, it may be more
useful for readers to summarize the note in this section.  Please
revise.

Risk Factors

11. Please revise risk factor one to focus only on the risk in the
subheading that the company has had no cash flow from operations
and
the risk to the company if it is unable to obtain future
financing.
We note that the company refers to satisfying its cash
requirements
until December 31, 2004.  Please update this information to
discuss
how the company will satisfy its cash requirements for the next 12
months.  Please include the risk to the company if it is unable to
obtain additional capital.  Does the company have a plan to raise
capital in the next 12 months?  The risks regarding unexpected
expenses, dilution and increase liabilities from commercial loans
are
separate risks.  Please revise.  In addition, the first risk
factor
states that the company`s year end is both September 30 and
December
31.  Please revise and clarify these statements here and
throughout
the prospectus as necessary.

12. You should present as risk factors only those factors that
represent a material risk to investors in this offering.  Do not
include risk factors that could apply to any issuer or to any
other
offering.  Several of your risk factors seem to fit into this
category and you should revise to cite a particular risk, or
remove
them.  For example, please see risk factors 2, 8, 10 and 21.

13. In risk factor three, it may be more useful for reader to
discuss
whether the company will likely generate revenues in the next 12
months or will it be dependent upon raising capital.

14. Risk factor four is similar to risk factor one and you may
want
to consider combining these risk factors.  You may want to specify
whether the company currently has enough funds for expanding the
website and marketing before September 30, 2005.  If not, please
explain in more detail the company`s plan for funding.  In
addition,
you should revise to remove other risk factors such as dilution
and
defaulting on future debts.

15. In risk factor five, please specify the assets.  In addition,
please specify the country, China.  It may be important to discuss
the possible difficulties for investors to enforce civil
liabilities
in China.

16. In risk factor nine, we note that the company discusses that
operations may be disrupted by technological or other problems.
We
note that the company currently does not have an operational
website.
It may be more appropriate to discuss as a risk factor, the
problems
the company may incur in developing a website.

17. In risk factor 16, regarding dilution, you may want to discuss
the company`s plan to raise additional capital and the dilutive
effect that it could have upon shareholders.

18. In the last risk factor on page 9, you mention the ability of
the
officers and directors of the company to exercise control over
minority shareholders in voting matters, although the officers and
directors beneficially own only 23.1% of the issued and
outstanding
shares of the company`s common stock.  Please expand your
discussion
to clarify how this is the case.

The Offering

19. Please describe the reference to Regulation S.

20. Please revise to clearly state that the company shares will
only
sell at prevailing market prices when quoted on the OTC Bulletin
Board or when listed on an exchange.  Please note that some
quotation
systems are not considered public markets under the Securities Act
of
1933.  See also similar disclosure on the cover page of the
prospectus and under the sections Determination of Offering Price
and
Plan of Distribution.

Determination of Offering Price

21. If applicable, please include whether the price of $.02 per
share
is based on the company`s price per share in its recent private
offering.

Selling Stockholders

22. We note that the company states that "none of the stockholders
is
a broker-dealer or an affiliate of a broker-dealer to our
knowledge."
Please describe whether the company or any of its affiliates
inquired
into whether any of the stockholders are a broker-dealer or an
affiliate of a broker-dealer.

Directors, Executive Officers, Promoters and Control Persons

23. For each officer and director, please describe all employment
during the past five years.  See Item 401(a)(4) of Regulation S-B.
In the description, please include the name and business of the
person`s employer, beginning and ending dates of employment, and
the
positions held.  Please include all current positions with other
companies.

24. Please discuss any possible conflicts of interest.

25. Please describe whether Yang Wu and Pei Ru Wu are related.
See
Item 401(c) of Regulation S-B.

Description of Property

26. We note that the company states that the head office is
located
at 3702 South Virginia Street, Reno, Nevada.  We also note that
all
of the officers reside in China and that the business
administration
and photofinishing operations are conducted at 12 Jiangsu Road,
Shanghai, China.  Please explain what operations of the company,
if
any, will be performed at the Reno, Nevada address.  Please
describe
both the Reno, Nevada address and the Shanghai, China address and
include whether the offices are used for other business purposes.
Please describe the company`s leasing or ownership arrangements
for
both the Reno, Nevada office and the Shanghai, China address.
Please
see Item 102(a) of Regulation S-B.  If the company does not have
ownership or control over the premises, please name the person
that
has ownership and control.  In risk factor 11, we note that the
company has entered into an agreement with GL Photo Processing
Corp.
for the photofinishing of the photographs.  Please explain whether
GL
Photo`s address is 12 Jiangsu Road, Shanghai, China.  If so,
please
describe what ownership or control the company has over theses
premises.  If this is incorrect, please reconcile the disclosure
regarding the location of the company`s photofinishing operations
in
the Risk Factor section and the Description of Property section.

Description of Business

27. The Description of Business section is generic and seems to
focus
on what the company intends to do into the future.  Please focus
your
discussion mainly upon current operations as further explained
below.
Please significantly expand your disclosure to address your
current
and immediate activities according to the requirements of Item
101(b)
of Regulation S-B.  Prospective operations should be discussed
under
an appropriate subheading, along with the conditions and timetable
for conducting those operations.

Our Current Business

28. Please describe the current principal products or services of
the
company and their markets as required by Item 101(b)(1) of
Regulation
S-B.  As a general matter, it is inappropriate to speak about the
merits of the company without qualifying your statements in a
manner
that makes clear to the reader that the company is in the
developmental stage and has not commenced operations.  Unless you
have demonstrable proof of a statement concerning what the company
can do or is capable of, you should not make such statements.  You
may state your objectives and/or goals but not your beliefs or
expectations unless you have a basis for such beliefs or
expectations.  Please revise throughout.

29. We note that the company states "[w]e are an on-line
photofinishing services company that provides primarily digital
photography photofinishing through our website."  The company also
states that "[w]e are a new print brokerage firm."  Please
reconcile
these statements with the disclosure that the company has not
commenced business operations.  This disclosure should be
reconciled
and revised as necessary throughout the prospectus.

30. We note the statement "[w]e established our website as an
online
photo community for both digital camera and conventional film
photographers."  Please describe whether the company has begun
developing its website or whether the website is completed.  If
the
company has begun developing the website but it is not completed,
please describe the current phase of development of the website.

31. Please revise the business section to comply with the
requirements of Rule 421 of Regulation C.  Please use definite
concrete everyday words.  In the business section, you employ
technical terms and jargon that may be confusing and difficult for
an
average reader to understand.  For example, you include terms such
as
"digital imaging technology provider," "Network member," and
"Internet infrastructure company."  Please remove unnecessary
technical terms or jargon from the body of the prospectus. Where
technical terms or jargon have to be used, please explain them in
ordinary, everyday language when first used.

32. We note that the company states that "[o]