SecProbe.io

September 23, 2013

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

Re: Venaxis, Inc .
 Form 10-K for the  fiscal year  ended December 31, 2012
Filed March 26, 2013
File No. 001-33675

Dear Mr. McGonegal :

We have reviewed your filing an d 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 advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and  circumstances , please tell
us why in your response.

After reviewing any information you provide in response to these  comments, we may
have  additional comments.

Business
APPY1 Raw Materials and Suppliers, page 5

1. In your July 30, 2010 response to comment 2 of our June 30, 2010 comment letter
regarding your Form 10 -K for the year ended December 31, 2009, you stated that you
believed that your development and supply agreement with the manufacturer of your
APPY1 reader was not then material because the Company had no obligation to purchase
the reader and had no significant financial obligations prior to its development.  In
addition, you indicated that the manufacturing agreement would be a material agreement
“when development of the Instrument is complete, and the LRE Agreement proceeds to
the supply stage.”  The disclosure in your Form 10 -K for the year ended December 31,
2013 appears to indicate that the reader is now fully developed and “manufactured by a
well-established vender[sic] in Germany.”  In addition, we note that you intend to pursue
full-scale launch of APPY1 in Europe in 2013 which suggests that your manufacturing
agreement for the APPY1 reader has entered the supply stage.  In light of these chan ged

Jeffrey G. McGonegal
Venaxis, Inc.
September 23, 2013
Page 2

 circumstances, your manufacturing agreement relating to the APPY1 reader appears to
now represent a material contract under Item 601(b)(10).

As such, please revise your disclosure to include a description of the material terms of
this agreement, such  as each parties’ rights and obligations , includ ing payment
obligations, the duration, and any  termination provisions.  Please  also file this agreement
as an exhibit .

Animal Healthcare, page 5

2. Please provide an expanded description of your July 2012 Lice nse Agreement that
describes the duration and termination provisions of the agreement.  Please also confirm
that the counter -party to this agreement is Ceva Santé Animale S.A. and confirm that you
will disclose this fact in future filings.

Intellectual Property , page 6

3. Please revise your  disclosure to identify the expiration dates of the following patents:
 your acute appendicitis testing technology patents granted in the United States (N os.
7,501,256, 7,659,087 and 7,670,769 );
 your recombinant bovine follicle stimulating hormone technology patents granted in
Europe (No. 2134165 ) and New Zealand ( No. 579740 );
 your bovine pregnancy test technology  patents granted in the United States (Nos.
7,393,696 and 7,687,281); and
 your pregnancy detection  patents granted in Australia (No. 2003243199), New
Zealand (No s. 536229 & 572488), and the United States (No. 7,842,513).

We urge all persons who are respon sible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in posse ssion 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:

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

 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 ma y 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.

Jeffrey G. McGonegal
Venaxis, Inc.
September 23, 2013
Page 3

 You may contact Amy Reischauer at (202) 551 -3793, Br yan Pitko at (202) 551 -3203  or
me at (202) 551 -3715  with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director