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January 27, 2012
 Via Email

Cameron Reynolds President and Chief Executive Officer VolitionRX Limited 150 Orchard Road Orchard Plaza 08-02 Singapore 238841
Re: VolitionRX Limited
 Amendment to Form 8-K
Filed January 11, 2012 File No. 000-30402

Dear Mr. Reynolds:
 We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 8-K/A, filed January 11, 2012

 General

 1. We note you have made changes to cert ain financial statement items between
Amendment 1 to Form 8-K filed November 1, 2011 and Amendment 2 to Form 8-K filed
January 11, 2012.  Please revise disclosure to include a discussion of changes that have
been made between each amendment.  In this regard, we note changes to amounts in your statement of cash flows as well as changes in the per share price of shares issued during
each period presented.

Cameron Reynolds VolitionRX Limited January 27, 2012 Page 2

 Item 1.01

 2. Please explain the reference to the cancella tion of 40% of the 2.02 million shares issued
and outstanding.  Please clarify when this cancellation occurred, the terms of the
cancellation and how this cancellation was affect ed.  Did the shareholders enter into an
agreement for the cancellation of their shar es?  If so, please file as an exhibit.
 Item 5.01

 3. We reissue prior comment nine from our le tter dated November 23, 2011.  Please provide
the information requested by Item 5.01(a)(6).
 Form 10 Disclosure

 4. We partially reissue prior comm ent 11.  We continue to note references to your products.
For instance, on page nine you state “we cu rrently have two blood tests in the NuQ-X
family” and “generally, one of the Company’s te sts is used as a front line test….”  Please
revise to clearly re flect that you are in the developm ent stage and that you have no
products to date.
5. We note your statement on page six that your  “early pilot clin ical studies have
demonstrated a high rate of detecting cancer … [and while] these small pilot studies must
be confirmed in larger clinical studies, [the y] are promising findings.”  You further state
your belief that your tests “will be able to  detect and characterize cancer and other
disease states better than existing methods  based on the outcomes [you] have received
…”  We note similar statements elsewhere in your document.  Please note that statements
about the efficacy of your proposed product shou ld be substantiated or removed.  Please
revise throughout as appropriate.  Similarly, we continue to note your statement that you
believe your tests will be adopted quickly in  the healthcare market  because these are
ELISA tests.  Please provide the basis.  We  continue to note that you are a development
stage company and have only conducted limite d testing of these proposed products.  In
this regard your attention is directed to  prior comments 12, 15, and 17 from our letter
dated November 23, 2011 for further clarifica tion of the types of statements which
require substantiation and the methods for doing so.
6. We note your response to prior comment 15 and the revised text on page nine.  Please
revise to further substantiate these statemen ts or remove them.  Where statements are
based on the results of scientif ic studies, please clarify:

 The nature and results of th e studies performed, including the procedures followed in
conducting the study and the confidence levels  associated with the results; and,
 Advise us which journals you have submitted your studies to and provide us with
copies of your submissions.

Cameron Reynolds VolitionRX Limited January 27, 2012 Page 3

 7. We reissue prior comment 17.  We continue  to note several promotional statements
throughout your document, such as your stat ement on page 13 that “we believe this
HyperGenomics
TM technology has the potential to be  groundbreaking” and the statement
on page 21 that you expect rapid growth, if and when your products gain acceptance.  Please remove these and similar promotional st atements or provide us with the basis for
your conclusion that your products are groundbreaking.
 8. We note statements throughout your documen t, including on pages 11 and 12 about the
proposed pricing of your products and the estimat ed costs to manufacture.  With a view
to disclosure, please advise us how you developed these estimates.
 9. Given the development stage of the compa ny, you have no agreements or arrangements
with diagnostic companies, a nd the limited testing of your pr oposed products to date, the
statement on page 11 that you believe your future products will command the high end of the price range and the reference to the “accura cy” of your products appears promotional.
Please remove.  Similarly, the discussion of the estimated cost to manufacture and the
estimated selling price of the disposable home use tests appear promotional at this point
in time.  We note that you will have to unde rgo regulatory approval to sell your products
other than for research use.
10. Please reconcile the disclosure on page 20 that  “the funding required to bring our current
pipeline of products to the RUO market is in place” with th e disclosure in the Liquidity
and Capital Resources section on page 33 that  “our cash reserves are only adequate to
fund operations for a limited period of time” and that “in view of the potential lack of
financing, Singapore Volition may be obliged to discontinue operations.”  Provide a more
detailed discussion in this section of what cash is currently available for which portions
of your business plan and clearly discuss in greater detail the need for additional
financing and the impact upon the company a nd your business plan if you are unable to
obtain such additional financing.
11. We note reissue prior comment 22.  Please revise  to more fully address the material terms
of your agreements, including any fees, royalt ies, and fixed payments paid or payable
pursuant to the agreements.  Similarly, discu ss the material terms of the Soft Repayable
Grant, such as how the grant may be deem ed a failure under the agreement and how the
amount that must be repaid is calculated.
 12. Please provide the disclosure requested by Item  101(h)(4)(xii) of Regulation S-K.  In this
respect your attention is di rected to prior comment 25.
 Financial Information, page 33

 13. The Management’s Discussion and Analysis sec tion is one of the most critical aspects of
your disclosure.  Therefore, we request that  you revise this section to provide a more
detailed executive overview to discuss the events, trends, and uncertainties that

Cameron Reynolds VolitionRX Limited January 27, 2012 Page 4

 management views as most critical to your future revenues, financial position, liquidity,
plan of operations, and results of operations, to the extent known and foreseeable.  To
assist you in this regard, please refe r to the Commission Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, Release Nos. 33-8350 (December 19, 2003) at
http://www.sec.gov/rule s/interp/33-8350.htm
.  This guidance is intended to elicit more
meaningful disclosure in MD &A in a number of areas, in cluding the overall presentation
and focus of MD&A, with general emphasis on the discussion and analysis of known
trends, demands, commitments, events a nd uncertainties, and specific guidance on
disclosures about liquidity, capital resources, and critical accounting.

14. We note your statement on page 33 that you ha ve $1.1 million “due in respect of stock
issuances” and “a working capital surplus.”  Your financial statements as of September
30, 2011 describes these as notes payable and suggests you have been repaying the notes
with cash instead of by the issuan ce of shares.  In an appropr iate location, please describe
the material terms of these notes including who has the option of electing between cash
or share repayment.  In addition, please clarify why you believe it is appropriate to
exclude this amount from working capital for pu rposes of your statement.  Also, please
file these notes as exhibits.

Properties, page 36
 15. We note the reference to your laboratory in Belgium on page 9.  Please discuss in this
section.
 Security Ownership of Certain Benefi cial Owners and Management, page 36

 16. Please disclose the name(s) of the natural person(s) who have voting and dispositive
control over the shares held by Concord International, Inc. and ValiRX PLC.  In addition,
we note the removal of the footnote that Mr. Rootsaert holds investment and voting
control over Concord International.  Please explain why Mr. Rootsaert is does not hold
investment and voting control,  as previously stated.

17. We partially reissue prior comment 29.  Pl ease provide the business experience for Mr.
Alexander for the past five years.  The disclosure in the Form 8-K providing Form 10 information is as of the date initially filed.
 Executive Compensation, page 45

 18. Please revise to provide the information for each named executive officer only once in
the summary compensation table.  Such compensation should not be broken down by company and subsidiary.  Similarly revise the directors table.  Las tly, we note the Service
Agreement discussed in the related transact ions section.  Please include compensation

Cameron Reynolds VolitionRX Limited January 27, 2012 Page 5

 received by Messrs. Faulkes and/or Reynolds , from this agreement.  Item 402 of
Regulation S-K requires disc losure of all compensati on, direct and indirect.

19. Please revise to provide the disclosure requi red by Item 402(o) of Regulation S-K.  For
instance, discuss the terms of terms of empl oyment for the named executive officers.  To
the extent that you have agreed to ch anges in compensation after the business
combination, please discuss.  For instance,  we note the adoption of the 2011 Equity
Incentive Plan, as mentioned on page 49.  Also, clarify whether you have any employment agreements with the named executive officers.
 Compensation of Directors, page 47

 20. Please revise to briefly address the material terms of any agreements with your directors
whereby you pay, or will pay in the future, co mpensation to them for their services as
directors.  In this respect we note exhib it 10.19.  See Item 402(r)(3) of Regulation S-K. In
addition, please revise to addr ess the material terms of the option awards and provide the
information requested by Item 402 (r)(2)(iv) of Regulation S-K.
 Certain Relationships and Related Party Trans actions and Director Independence, page 48

21. We do not understand how your response to prior comment 31 addresses our comment
and reissue.  Please name the purchasers in your May 31, 2011 transa ction and disclose
the price per share paid as well as  the number of shares purchased.

Exhibit
 22. We note that Exhibit 10.01, 10.06, 10.08, 10.09 are missing exhibits, schedules and/or
attachments.  Please file the exhibits in their entirety.
 Exhibit 99.1

 3.Acquisition of ValiBio SA, page 10

 23. We note your response to comment 44 in our  letter dated November 23, 2011 which
provides an analysis in identifying the acquire r.  We note your basis in determining that
Singapore Volition is the acquirer of ValiB io, the Belgian subsidiary diagnostic
development business of ValiRx.  Regardless of Singapore Volition being the acquirer of
ValiBio S.A., we note that 83% of Singapore Vol itions assets relate to the acquired assets
and that your business is primar ily that of ValiBio.  Please  tell us how you determined
that ValiBio is not the predecessor of Si ngapore Volition as it appears your business
succeeded to substantially al l of the business of ValiBio  and appears that Singapore
Volition own operations before the succession were insignificant relative to the operations acquired.  In this regard, your re sponse to prior comment 10 indicates that the
business plan of Singapore Volition is to acq uire, develop and bri ng to production life

Cameron Reynolds VolitionRX Limited January 27, 2012 Page 6

 sciences technologies.  Please tell us the nature of Si ngapore Volition’s assets and
operations prior to the acquisition of ValiBio and how you determined that ValiBio is not
the predecessor of Singapore Volition.
 Note 7 – Common Stock, page 8

 24. We note you issued 300,000 warrants during the nine months ending September 30,
2011.  Please revise to disclose all of the terms of the warrants, including any anti
dilution provisions.  Tell us how you determined  that equity classification of the warrants
was appropriate.
 25. Regarding your service agreement with Volit ion Research Limited in which you issued
350,000 shares of common stock, please clarify th e services that they will be providing
the company.  In this regard, you disclose that  they will be performing R&D activities.  If
that is the case, please tell us how you determined it is appr opriate to capitalize the fees
you paid for research and developm ent in accordance with ASC 730.
 Exhibit 99.2

 1.Basis of Presentation, page 5

26. You state that your pro forma balance gives effect  to the transaction as  if it occurred on
October 6, 2011.  Article 11 requires that you r balance sheet be computed assuming the
transaction was consummated on the date of the latest balance sheet included in the
filing.  Please revi se accordingly.
 Exhibit 99.3

 Condensed Consolidated Statement of Operations, page 3

 27. Please classify stock based compensation in the same line item(s) you classify
compensation paid in cash.  In this regard, please revise to recl assify your share-based
payment arrangement to the appropriate line it em in the statement of operations.  Refer to
SAB Topic. 14:F.  Please ensure that you revi se your proforma statem ent of operations in
Exhibit 99.2.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

Cameron Reynolds VolitionRX Limited January 27, 2012 Page 7

 You may contact Brian McAllister at (202)  551-3341 or Melissa Rocha at (202) 551-
3854 if you have questions regarding comments on th e financial statements and related matters.
Please contact Jay Williamson at (202) 551-3393  or Pam Howell at (202) 551-3357 with any
other questions.
Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director