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Response Letter to SEC

 Vyrex Corporation

 21615 North 2nd Avenue

 Phoenix, Arizona 85027

 September 22, 2008

 VIA EDGAR

 Mr. Kevin L. Vaughn

 Accounting Branch Chief

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Vyrex Corporation (the “Company”)

Form 10-KSB for the year ended December 31, 2007

Form 10-Q for the quarter ended March 31, 2008

Form 10-Q for the quarter ended June 30, 2008

File No. 0-27866

 Dear Mr. Vaughn:

 The following constitutes the comments made in your letter dated August 20, 2008 and the Company’s response to each of the comments, in the
order set forth in that letter:

 Form 10-KSB for the Year Ended December 31, 2007

 1. We note your response to prior comments 1, 3 and 4. Please tell us when you plan to file the amended Forms 10-KSB and 10-Q.

 Attached to this letter are our draft amended Forms 10-KSB and 10-Q for your review. We intend to file these amendments promptly following your review.

 Form 10-Q as of March 31, 2008

 2. We note your response to prior comment 4. We further note that you plan to restate the financial statements originally presented in that Form 10-Q. Please note the requirements of Item 4.02 of Form 8-K. Please file the
appropriate Form 8-K, or tell us why you believe you have complied with the requirements of Item 4.02 of Form 8-K.

 We filed the
appropriate Form 8-K in accordance with Item 4.02 of Form 8-K with the Commission on August 25, 2008.

 Mr. Kevin L. Vaughn

 September 22, 2008

 Page 2

 Form 10-Q as of
June 30, 2008

 3. Please reconcile the amounts shown as deficit accumulated during the development stage of $13,859,039 shown
on your balance sheet with your net loss since inception of $477,768 shown on the income statement. In this regard, please confirm that in connection with the recapitalization you eliminated the additional paid-in capital and retained earnings of
the accounting target (Vyrex).

 There is no reconciliation of the $13,859,039 originally reported on our financial statements. Rather,
this amount has been adjusted to eliminate the deficit accumulated during the development stage of Vyrex Corporation, as Vyrex Corporation is no longer the reporting entity.

 4. In order to help an investor better understand the changes in your capitalization that took place in connection with the merger on
February 11, 2008, please revise future filings to provide a rollforward of your stockholders’ equity from December 31, 2007 showing the adjustments that you recorded to reflect the recapitalization in February 2008. Please also
provide us with this rollforward.

 We agree with the Staff’s comments regarding revising future filings to provide a rollforward
of our stockholders’ equity. Our amended Forms 10-Q will include a rollforward of our stockholders’ equity from December 31, 2007, showing the adjustments that we recorded to reflect the recapitalization in February 2008. The draft
Forms 10-Q are attached for your review.

 * * * *

 The Company acknowledges that:

•

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

•

 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.

 We trust that the foregoing is responsive to the Staff’s comments. We look forward to receiving your
comments on the attached proposed amendments to the Form 10-KSB and Form 10-Qs.

 Mr. Kevin L. Vaughn

 September 22, 2008

 Page 3

 Should you have any additional questions or comments, please do not hesitate to contact the undersigned or our company counsel Robert Macaulay at (305) 530-4026. Thank you for your assistance.

Sincerely yours,

/s/ George Konrad

 George Konrad

 President

 DRAFT September 18, 2008

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, DC 20549

FORM 10-KSB/A

 (Amendment
No. 1)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

 EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2007

 Commission file number: 000-27866

 Vyrex Corporation

 (Name of small business issuer as specified in its charter)

Delaware

88-0271109

 (State or other jurisdiction of

 corporation or organization)

 (IRS Employer

 Identification No.)

 21615 N. 2nd Avenue, Phoenix, Arizona

 (Address of principal executive
offices)

 (623) 780-3321

 (Issuer’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, Par Value $.0001 Warrants

                                    (Title of Class)

 Check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.  Yes  x    No  ¨

 Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K SB or any amendment to this Form 10-K SB.  ¨

 Check if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

¨

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

x

Smaller reporting company

 Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes  ¨    No  x

 State
issuer’s revenues for its most recent year: $25,500

 State the aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the stock was sold, or the average bid and ask prices of such stock equity, as of June 29, 2007, the last business day of the issuer’s most recently completed second fiscal
quarter: $96,315.

 As of March 31, 2008, the issuer had 25,882,878 shares of common stock outstanding.

 Explanatory Note

 The purpose of this Amendment No. 1 on Form 10-K/A is to respond to comments received from the U.S. Securities and Exchange Commission’s Division of Corporation Finance in its letters dated July 17,
2008 and August 20, 2008 regarding our previously filed Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the U.S. Securities and Exchange Commission on March 31, 2008 (“Original Form 10-K”).
This amendment amends the following:

•

 Item 8A (Controls and Procedures) has been amended to include disclosure regarding the conclusions of our principal executive and principal financial
officers regarding the effectiveness of our disclosure controls and procedures as of December 31, 2007 as required by Item 307 of Regulation S-B.

•

 The Report of Independent Registered Public Accounting Firm has been amended to cover only the Company’s financial statements as of and for the years
ended December 31, 2007 and 2006.

•

 The financial statements have been amended to indicate that the financial information from prior to 2006 is unaudited.

•

 The certifications filed as Exhibits 31.1 and 31.2 to the Original Form 10-K have been revised to conform to the exact wording required by
Item 601(b)(31) of Regulation S-B.

 There are no changes to the Original Form 10-K other than those outlined above. Except as
required to reflect the changes noted above, this Amendment No. 1 on Form 10-K/A does not attempt to modify or update any other disclosures set forth in our Original Form 10-K. Furthermore, this Amendment No. 1 on Form 10-K/A does not
purport to provide a general update or discussion of any other developments of the Company subsequent to the filing of the Original Form 10-K.

 PART I

ITEM 8A.
CONTROLS AND PROCEDURES.

 As of the end of the
period covered by this report, the Company has carried out an evaluation under the supervision and with the participation of its management, including its Chief Executive Officer and President, of the effectiveness of the design and operation of its
disclosure controls and procedures as defined in Rules 13a-15(e) and 15d- 15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and President concluded that, at December 31, 2007, the
Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective in ensuring that information required to be disclosed in the reports the Company files and
submits under the Exchange Act are recorded, processed, summarized and reported as and when required.

 Management’s Annual Report on Internal
Control Over Financial Reporting.

 Management of the Company is responsible for establishing and maintaining adequate control over
financial reporting. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of financial statements.

 All internal controls over financial reporting, no matter how well designed, have inherent limitations, including the possibility of human error and the
circumvention of overriding of controls. Therefore, even effective internal control over financial reporting can provide only reasonable, and not absolute, assurance with respect to financial statement preparation and presentation. Further, because
of changes in conditions, the effectiveness of internal controls over financial reporting may vary over time. Because of its inherent limitations, internal controls over financial reporting may also fail to prevent or detect misstatements.
Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

 Our
management, including our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2007. In making its assessment of internal control over financial
reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this evaluation, our management concluded that, as of
December 31, 2007, our internal control over financial reporting was effective based on those criteria.

 This annual report does not
include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public
accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 Changes in Internal Control Over Financial Reporting.

 There have been no changes in internal control
over financial reporting.

 Vyrex Corporation

 Annual Report on Form 10-KSB/A

 Year Ended December 31, 2007

 INDEX TO FINANCIAL STATEMENTS

Page

 Report of Independent Registered Public Accounting Firm

F-2

 Balance Sheets

F-3

 Statements of Operations

F-4

 Statement of Stockholders’ Equity (Deficiency)

F-5

 Statements of Cash Flows

F-8

 Notes to Financial Statements

F-9

 F-1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Audit Committee, Board of Directors and Stockholders of Vyrex Corporation

 We have audited the accompanying balance sheets of Vyrex Corporation (a development stage enterprise) as of December 31, 2007 and 2006, and the related statements of operations, changes in stockholders’ equity (deficiency), and
cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vyrex Corporation (a development stage
enterprise) as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has
incurred recurring operating losses, has a working capital deficiency and a net capital deficiency. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these
matters are also described in Note 1. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

/s/ Berenfeld Spritzer Shechter & Sheer, LLP

 Certified Public Accountants and Advisors

 Coral
Gables, Florida

 March 28, 2008

 F-2

 Vyrex Corporation

 (a development stage enterprise)

 Balance Sheets

 For the years ended December 31, 2007 and 2006

December 31

2007

2006

 Assets

 Current assets:

 Cash

$
4,125

$
3,721

 Accounts receivable

5,736

5,265

 Total assets

$
9,861

$
8,986

 Liabilities and stockholders’ deficiency

 Current liabilities:

 Accounts payable

$
200,609

$
126,158

 Accrued liabilities and accrued vacation

85,372

63,995

 Accrued payroll

20,637

20,637

 Notes payable

200,000

217,000

 Total liabilities

506,618

427,790

 Commitments and contingencies

 Stockholders’ deficiency:

 Preferred stock, $.0001 par value; 50,000,000 shares authorized; none issued

—

—

 Common stock, $.0001 par value; 200,000,000 shares authorized; 1,019,144 issued and outstanding

102

102

 Additional paid-in capital

13,129,473

13,114,487

 Deficit accumulated during the development stage

(13,626,332
)

(13,533,393
)

 Total stockholders’ deficiency

(496,757
)

(418,804
)

 Total liabilities and stockholders’ deficiency

$
9,861

$
8,986

 The accompanying notes are an integral part of these financial statements.

 F-3

 Vyrex Corporation

 (a development stage enterprise)

 Statements of Operations

 For the years ended December 31, 2007 and 2006 and for the period

 from January 2, 1991 (Date of Inception) through December 31, 2007 (Unaudited)

Years ended December 31,

Cumulative from
Inception through
December 31, 2007
(Unaudited)

2007

2006

 Licensing and royalty re