SecProbe.io

April 24, 2013

Via E -mail
Jeffrey G. McGonegal
Chief Financial Officer
Venaxis , Inc.
1585 S. Perry Street
Castle Rock, CO 80104

Re: Venaxis , Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed April 19, 2013
File No. 00 1-33675

Dear Mr. McGonegal :

We have limited our rev iew of your filing to the issue  addressed in the following
comment .

Please respond to this letter by amending your filing and providing the requested
information .  If you do not believe our comment  applies to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to our comment , we may have  additional comments.

Proposal Two – Approval of Amendment to the Company’s Articles of Incorporation , page 28

We note your disclosure that you are seeking to increase your authorized shares in order to
provide the company with the ability to pursue financing or other strategic opportunities .
Please disclose whether you currently have, or do not have, any plans with respect to the
increased number of authorized shares of common stock available for issuance i f Proposal
Two is approved.  If such plans exist, please disclose all material information.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Se curities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

Jeffrey G. McGonegal
Venaxis,  Inc.
April 24, 2013
Page 2

  the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in re sponse 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.

Please contact  Amy Reischauer at (202) 551 -3793 or me at (202) 551 -3715  with any
questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director
cc: Via E -Mail
Mary Mullany
Ballard Spahr LLP
1735 Market Street, 51st Floor
Philadelphia, PA 19103 -7599