SecProbe.io

May 25, 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 May 8, 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 May 8, 2012

Executive Compensation, page 50
 1. We note your response to prior comment tw o from our letter dated April 24, 2012.
However, in reviewing your document, we c ontinue to note arrang ements that suggest
indirect compensation may be paid or paya ble to your named executive officers.  For
example we note the obligation on page 25 to  pay consultancy fees to PB Commodities
for Mr. Reynolds’ services.  In addition, we note that Mr. Reynolds founded Mining
House, that Mining House does not provide services to comp anies other than Singapore
Volition and that Mr. Roosevert performs services on behalf of mining house.  Please note that Item 402 of Regulation S-K covers transactions with third parties where the
purpose of the transaction is to furnish compensation to the named executive officer,

Cameron Reynolds VolitionRX Limited May 25, 2012 Page 2

 directly or indirectly.  Pleas e revise your disclosure accordingly.  Similarly revise the
Form 10-K.
 Management’s Discussion and Analysis, page 36

 2. We note the disclosure on page 36 that you have received subscr iptions totaling $644,250
during 2012 for the private sale of your securiti es.  Please reconcile with your response to
Item 2 of Form 10-Q for the period ended Ma rch 31, 2012.  In this respect it is unclear
where the information responsive to Item  701 of Regulation S-K was previously
disclosed for these transactions .  Please advise or revise.

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