SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 03-09

April 29, 2005

Mr. Brian Lenz
Chief Financial Officer and Secretary
VioQuest Pharmaceuticals, Inc.
7 Deer Park Drive, Suite E
Princeton Corporate Plaza
Monmouth Junction, NJ  08852

Re:	VioQuest Pharmaceuticals, Inc.
	Form 10-K for the fiscal year ended December 31, 2004
	File No. 000-16686

Dear Mr. Lenz:

      We have reviewed your filing and have the following
comments.
We have limited our review of the above referenced filing to only
those issues addressed.  Where our comments call for disclosure,
we
think you should amend your documents in response to these
comments.
In some of our comments, we ask you to provide us with
supplemental
information so we may better understand your disclosure.  Please
amend your Form 10-K for the fiscal year ended December 31, 2004
and
respond to these comments within 15 business days or tell us when
you
will provide us with a response prior to the expiration of the 15-
day
period.  If we have requested additional information as well as an
amendment or if you disagree with any comment that calls for
disclosure, please provide this letter prior to your amendment.
You
may wish to provide us with marked copies of the amendment to
expedite our review.  Your letter should key your response to our
comments.  Detailed letters greatly facilitate our review.  Please
file your letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our 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.

Form 10-K for the fiscal year ended December 31, 2004

Item 6. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations or Plan of Operations

Results of Operations - Years ended December 31, 2004 vs. 2003,
pages
21-22

1. The discussion of revenues seems to focus on the sources of the
revenues and provides very little insight as to the drivers that
caused the significant increases in product sales for example.
Please revise this discussion to include more robust disclosure
about
what caused this increase in sales.  As applicable, include a
quantified discussion of the impact of sales volumes and prices.
To
the extent that these amounts are affected by discounts and
returns,
include a discussion of the impact these items had on sales.

2. It appears that there was a substantial change in the gross
profit
generated on the sales.  Please revise the discussion to expand on
what caused the gross profit to decrease so significantly in the
current period.

3. The discussion of research and development costs states that a
significant driver in the increase was related to "manufacturing
commercial scale up."  Please explain to us what exactly this
means.
Also include a discussion of why these costs are appropriate to be
included in research and development.

4. We note in the statement of shareholders` equity that the
proceeds
of the private placement are shown net of costs.  You state here
that
one source of additional selling, general and administrative
expenses
was additional costs associated with this private placement.
Please
explain to us why the costs referenced here were not included as
an
offset to the proceeds from the offering.  Also whenever the
company
references factors like this, provide a quantification of the
impact
that each factor had.  This applies to all portions of
management`s
discussion and analysis.

Liquidity and Capital Resources, pages 23-24

5. It appears that the current discussion related to cash flows
from
operations reiterates the statement of cash flows, as opposed to
discussing activities performed by the company that generate and
use
cash.  Please revise this discussion to include a more robust
analysis of the activities that actually generate cash inflows and
outflows from operations as well as the more likely than not
impact
these items will have on known trends and uncertainties, in
particular the cash outflows from operations.  For instance, it
appears that a large amount of deferred revenue was received
during
the year, generating a significant inflow of cash.  Include a
discussion of that fact as well as any known trends related to
this
receipt.  Similarly provide a more detailed explanation of the
specific uses of cash as evidenced by the loss generated from
operations.

Critical Accounting Policies and Estimates, pages 22-23

6. Please note that Critical Accounting Polices should supplement,
not duplicate, the description of accounting policies that are
disclosed in the notes to the financial statements.  Please revise
your critical accounting policies which we believe should be
described as critical accounting "estimates" to disclose the
uncertainties involved in applying each principle and discuss the
variability that is reasonably likely to result from the
application.
For each policy identified, ensure that management has analyzed
and
disclosed to the extent possible the following factors:

a) How management arrived at the estimate;
b) How accurate management`s estimate/assumption has been in the
past;
c) Whether the estimate/assumption is reasonably likely to change
in
the future; and
d) Evaluate the sensitivity to change of critical accounting
policies.

Financial Statements

Consolidated Balance Sheets, page F-3

7. We note that you disclose the allowance for doubtful accounts
for
2003 on the balance sheet.  Please revise to include the allowance
for doubtful accounts for 2004 on the face of the balance sheet or
in
a note thereto.  Also consider the need to include a Schedule II
reconciliation of this amount.

Consolidated Statements of Operations, page F-4

8. The caption "Compensation" is not appropriate because it does
not
identify the nature of the expense, i.e. within "Research and
development" or "Selling, general and administrative."  We note
that
"Compensation" may relate to each of these expense categories.
Please revise this statement to properly allocate the amounts to
the
appropriate operating expenses captions.  Also revise the Selected
and Summary Consolidated Financial Data and the MD&A, accordingly.

Note 1  Summary of Significant Accounting Policies and Nature of
Operations

General

9. Elsewhere in the filing you disclose that revenue consists of
option fee income, drug sales, and other services.  Please tell us
why disclosure of the revenue for each of your services and/or
products is not required by paragraph 37 of FAS 131.

(A) Nature of Operations and Liquidity, pages F-7 - F-8

10. The disclosure related to the company`s ability to continue as
a
going concern does not appear to adequately address management`s
plan
to remove the threat to the continuation of the business.  Please
revise this discussion to include management`s plan related to
this
issue.  Refer to FRC 607.02.

Note 5  Rights to Intellectual Property, page F-14

11. We note from the balance sheet that the company capitalized
additional amounts related to this intellectual property.  It is
unclear what resulted in these additional costs, i.e. whether the
company acquired additional rights from a third party.  Please
explain to us and disclose more fully what resulted in these
additional costs along with a discussion of the accounting
literature
that includes references to the specific paragraphs upon which the
company relied that allows this treatment.

*    *    *    *

      You may contact Tabatha Akins, Senior Accountant, at 202-
824-
5547, or James Atkinson, Accounting Branch Chief, at 202-942-2826
if
you have questions regarding the comments. In this regard, do not
hesitate to contact me, at (202) 942-1803.

								Sincerely,

								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
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Mr. Brian Lenz
VioQuest Pharmaceuticals
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