SecProbe.io

March 15, 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 February 24, 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 February 24, 2012

 Item 1.01

 1. We reissue comment one from our letter dated January 27, 2012.  Please revise the
disclosure to explain the reference to the cancellation of the 2.02 million shares issued
and outstanding.  Please clarify when this cancellation occurred, the terms of the
cancellation and how this cancella tion was affected.  Clarif y whether the shareholders
entered into an agreement for the cancellation of  their shares.  If so, please file as an
exhibit.

Cameron Reynolds VolitionRX Limited March 15, 2012 Page 2

 Description of our Business, page 6

2. We reissue comment eight from our letter da ted January 27, 2012.  We note statements
on page 10 about the proposed  pricing of your products and the estimated costs to
manufacture.  With a view to disclosure , please advise us how you developed these
estimates.
3. Please revise the disclosure on page 23 to clearly disclose the “certain conditions
contained in the letter” agreement between Cronos and Innovations.  Also, specify “the
amount not exceeding that which is sti pulated in the Secondary License.”

Financial Information, page 34

4. We note your response to prior comment 14 from our letter dated January 27, 2012 and
partially reissue.  Please re vise your Management’s Discu ssion and Analysis to address
the material terms of the $1.1 million “due in  respect of stock i ssuances,” clarify the
approximate date(s) and number of shares  you and clarify that you do not have a cash
obligation with respect to this amount.

Security Ownership of Certain Benefi cial Owners and Management, page 38

5. Please revise the beneficial ownership table to include in Mr. Root saert’s ownership the
shares beneficially owned through Concord In ternational, as foot note 14 states he has
voting and dispositive control.
6. We partially reissue comment 16 from our le tter dated January 27, 2012.  Please disclose
the natural person(s) who have voting and dispositive control over the shares held by ValiRX PLC.
Item 6. Executive Compensation, page 49

 7. We partially reissue comment 18 from our letter dated January 27, 2012.  We note the
Service Agreement discussed in the related transactions  section.  Please include
compensation received by Messrs. Faulkes and/ or Reynolds from this agreement.  Item
402 of Regulation S-K requires disclosure of  all compensation, direct and indirect.

8. Please provide the footnote requested by Inst ruction 1 to Item 402( n)(2) of Regulation S-
K as it relates to the options granted to Dr. Mo rris.  Similar disclosure should be provided
for the options granted to Dr. Faulkes and Dr. Colman.  See Item 402(r)(2)(iv) of Regulation S-K and prior comment 20.  Lastly, revise the summary compensation table to
state the principal position of each officer.

Cameron Reynolds VolitionRX Limited March 15, 2012 Page 3

 Certain Relationships and Relate d Party Transactions, page 55

 9. We note the related party agreements discussed in this section.  Pleas e revise to disclose
the amounts paid pursuant to such agreements  for the time periods required by Item 404
of Regulation S-K.

Exhibits

10. We note the reference in Exhibit 10.08 to the disclosure letter a nd disclosure bundle.
Please file Exhibit 10.08 in its entirety.
Form 8-K/A, filed January 11, 2012

 Exhibit 99.1

 3.Acquisition of ValiBio SA, page 10

 11.  We note your response to comment 23 in our letter dated January 27, 2012. In your
revised filing please disclose that prior to its acquisiti on by Singapore Volition, ValiBio
SA did not have any employees and held onl y one acquired patent right. Also disclose
that ValiBio did not produce any revenue, had no significant operations and did not
conduct any research and development activities.

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.
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