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Via Facsimile and U.S. Mail
Mail Stop 6010

										September 8,
2005

Antoine A. Noujaim
Chairman, Chief Executive Officer and Director
ViRexx Medical Corp.
8223 Roper Road
Edmonton, Alberta T6E 6S4
Canada

Re:	ViRexx Medical Corp.
	Registration Statement on Form 20-F
	Filed August 12, 2005
	File No. 1-32608

Dear Mr. Noujaim

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

FORM 20-F

General

1. In your response letter, please state our comment and then
explain
each change that has been made in response to a comment.  In
addition, you should also reference each page number in which
disclosure has been revised in response to a comment so that we
can
easily place your revised disclosure in its proper context.
2. Please update your financial statements as of and for the
period
ended June 30, 2005.  You should also update all of the disclosure
throughout your filing as of June 30, 2005, the dates specified by
the various respective items of Form 20-F or a more recent date,
as
required.  We may have further comments upon reviewing your
updated
disclosure.
3. In light of the fact that none of your product candidates have
received regulatory approval, you should not call them products,
but
rather refer to them as "potential products" or "product
candidates"
throughout the filing.  For product candidates for which you have
completed at least some clinical trials, in each and every
instance
you describe any of those product candidates as effective or
having
achieved certain results, you should state that these results are
clinical and that the product candidate has not received
regulatory
approval.  For product candidates for which you have not completed
any clinical trials, in such instances you should state that fact,
and not make any statements about the effectiveness or efficacy of
those product candidates.  Please make these changes throughout
the
document.  We expect this comment to impact your disclosure on
several pages throughout the document, and may have further
comments
once you have significantly tempered your disclosure throughout in
your next amendment.

Forward Looking Information, page 5
4. Section 21E(a) of the Securities Exchange Act provides that the
safe harbor for forward-looking statements does not apply to non-
reporting companies.   Please note that a company that is not
subject
to the reporting requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 at the time a forward-looking
statement is made cannot avail itself of the protections of
Section
27A of the Securities Act of 1933 or Section 21E of the Securities
Exchange Act of 1934.  As such, please revise this section to
delete
your references to that Act or state that the safe harbor does not
apply to your forward-looking statements.

Glossary of Terms, page 6
5. Please delete the glossary from your filing and define each of
the
terms contained in the glossary in the body of the filing the
first
time it is used in the text.
A. Selected financial data, page 10
6. Please state which data are derived from audited financial
statements and which are not.  Also, as to the interim period
data,
provide comparative data from the same interim period of 2004.
See
Item 3.A.1. of Form 20-F.
7. Please provide Selected Financial Data for the five most recent
financial years as required by Item 3.A of Form 20-F.

B. Capitalization and indebtedness

United States dollar convertible debenture, page 1
8. Please revise to state whether the principal and unpaid
interest
on the debenture issued by AltaRex was paid on August 23, 2005,
and
update the disclosure to reflect any other material changes
regarding
the debenture, any conversions, etc.

Canadian dollar convertible debentures, page 14
9. Please quantify the conversion price.  Disclose how many shares
of
common stock you issued when the holder converted $235,000 of
these
debentures.

Risk Factors, page 14

General
10. Please revise to group your related risk factors together
under
classified headings such as risks related to your industry and
risks
related to your company.
11. The introductory paragraph suggests that you have not
discussed
all material risks known to you.   You must disclose all risks
that
you believe are material.  In this regard, please revise this
paragraph to remove the first sentence, as this statement may
appear
to be a disclaimer of responsibility for the risk factors.  As to
the
second sentence, in which you list other risks besides those
articulated in the actual risk factors, delete the sentence and
revise the risk factors to discuss all material risks.
Additionally,
please revise this introductory paragraph to indicate that you
have
disclosed all material risks in the risk factors section.
12. Many of your risk factor subheadings merely identify concepts
or
conditions without explaining how they relate to the company or
how
and why they pose potential risks to the shareholders.  As a non-
exclusive example, your risk factor entitled, "The corporation
relies
on patents and proprietary rights to protect its technology," does
not identify any risks and only communicates that you rely upon
patents and other rights to protect at least some of your
intellectual property.  Please briefly expand each of your
subheadings to explain why they act to create risks or how they
could
affect shareholders in an adverse way.  You may find it helpful to
use an "if...then" approach to writing the subheadings, where "if"
denotes the risk and the "then" discloses the specific adverse
consequences of that risk.
13. Many of your risk factors are generic in that they could apply
to
almost any company that is trying to develop drugs.  Please amend
the
risk factors to include specific disclosure and language
explaining
exactly what risks you face and how the issues raised in your
current
risk factor disclosure apply to you.  We expect that you will
substantially amend many of the risk factors in response to this
comment, and may have further comments upon reviewing your revised
risk factors.
14. Please consider including a stand-alone risk factor disclosing
the risks associated with the use of third parties in
administering
or conducting your clinical trials, if applicable.
15. Please consider including in a risk factor to disclose any
adverse side effects or reactions to the applications of AIT(tm),
Chimigen(tm) and T-ACT(tm).
16. Please consider including a risk factor that identifies your
principal suppliers and the types of materials provided by them.
Also, please include a discussion of the risks inherent in supply
agreements.  For example, the risks in obtaining another suitable
source of supply, use of sole-source suppliers, reliance on
suppliers` ability to manufacturer sufficient quantities, etc.
17. Please also indicate whether these parties currently meet your
manufacturing requirements for your pre-clinical and clinical
trials.
18. Please consider including a risk factor which addresses
foreign
currency and exchange rate risks as it relates to Canadian, US,
and
other foreign denominated currency.

All of the corporation`s potential products..., page 14
19. Please expand the first paragraph of this risk factor to state
that you have never successfully developed any products or
obtained
regulatory approval to sell any product and have never derived
revenue from the sale of products.

Pharmaceutical products are subject to intense regulatory approval
processes, page 16
20. Please include a separate stand alone risk factor that
addresses
the risks associated with conducting clinical trials.  You should
discuss the possibility and ramifications of the following.
* delays in identifying and reaching agreement on acceptable terms
with institutional review boards of clinical trial providers and
prospective clinical trial sites
* delays in obtaining FDA or other regulatory agency clearance to
commence a clinical trial
* delays in the enrollment of patients
* lack of effectiveness of a product candidate during clinical
trials
* adverse events or safety issues
* cost overruns
21. Please expand on your discussion of Health Canada.  For
example,
does Health Canada regulate drug development companies in a
similar
manner to the FDA?  Furthermore, does it require pre-market
approval
for product candidates, observing them for efficacy and safety in
several phases?  Also, discuss the risk that even if you obtain
regulatory approval from one of the regulatory bodies you mention,
that you may have to expend substantial time and resources to
obtain
similar regulatory approval to sell your potential products in
other
markets and that this could limit your market opportunity and
adversely affect your operating results.
22. Also, please revise to indicate if you have any products
candidates for approval before any agency, including any foreign
agencies.  If so, please revise to identify the agency, the
product
and the specific approval you are seeking.

The biotechnology industry is extremely competitive and the
Corporation ..., page 17
23. Please identify by name and specify product offerings (or
product
candidates) of the primary competitors of ViRexx of which you are
aware.  Also, to the extent obtainable, please disclose your
principal competitors` share of the target market.

The Corporation relies on patents and proprietary rights to
protect
its technology, page 17
24. Please disclose whether you have the obligation to protect and
bear the cost of defending the patent rights you license from
other
companies and institutions such as the master cell bank licensed
from
Biomira Inc. for OvaRex(r) MAb, the University of Alberta and the
Alberta Cancer Board.
25. Additionally, in your section entitled, "Patents" on page 46
you
should provide a detailed discussion that provides the material
rights of you and the other party and the obligations and
conditions
necessary for you to maintain your license and corresponding use
of
the patent(s).  Also, please disclose the expiration date of all
patents you currently own or have licensed from third parties.
26. If you are aware of any potential issues related to your
infringement or violation of another party`s patent, please
describe
the situation or if your business has been materially and
adversely
affected by the disclosure of proprietary information, please
discuss
the situation and its consequences.

The Corporation`s products may fail or cause harm, subjecting the
Corporation ..., page 18
27. Please disclose if you anticipate obtaining product liability
insurance coverage in the near term.

New products may not be accepted by the medical community or
consumers, page 18
28. Please revise this risk factor to expand on the risks and
potential adverse consequences of utilizing third parties to
market
your products.   Your discussion should include, but not be
limited
to, conflicts of interest and margin differences in connection
with
other products the marketer may be marketing, material decreases
in
sales due to contract breaches or terminations, disputes, the
financial and functional wherewithal of your marketers, etc.

The Corporation is dependent on the success of its strategic
relationships ..., page 19
29. It appears that you discuss multiple risks in the text of this
risk factor.  Please unbundle your disclosure into separate risk
factors that discuss the following distinct risks:   dependence on
third party collaboration agreements; failure to enter into
strategic
relations for product development on terms favorable to you; and
the
risks associated with using third party manufacturers and
suppliers.
You may need to expand your discussion(s) in each of these risk
areas.

The Corporation has no operating revenues and a history of losses,
page 20
30. Please revise to state your accumulated deficit since
inception.
31. Please revise the last sentence to read even after successful
commercialization of one or more products you may never achieve
profitability.
32. Please consider including a stand-alone risk factor discussing
the fact that you have no products available for commercial sale,
have never had any revenues from commercial sales, that you may
never
have commercial sales of an approved product and have relied on
equity and debt financings to support your operations.

The Corporation may need additional financing in the future to
fund
the research ..., page 20
33. You state that your average monthly cash usage for 2005 will
be
approximately $650,000.  In MD&A, please discuss commitments to
expend cash which comprise these amounts and discuss the relevant
demands, commitments and uncertainties concerning your
calculations
of this burn rate.
34. Please revise the words "may need" in the subheading to
indicate
that it is likely that the Company will require additional funding
to
reach profitability.  As you are operating at a considerable loss
and
your expenses are outpacing your limited resources, it appears
more
likely than not that you will require additional funding.
35. We note you anticipate needing additional funds.  Please
disclose
how much additional funding you anticipate needing and when you
intend to raise it.

The Corporation is dependent on its key employees and
collaborators,
page 21
36. Please revise your discussion to disclose the identities of
your
significant scientific and management personnel and the material
provisions of your employment agreements with each of them, if
applicable, including duration of employment.
37. If you have had problems attracting or retaining qualified
employees, please revise to describe the problems you have
experienced.  Additionally, if any key employee has plans to
retire
or leave your company in the near future, please revise the
discussion to disclose this information.
38. Please revise to disclose whether you currently have key man
life
insurance on key officers and significant employees and if so,
please
disclose their identity.

As a non-US Corporation, it may be difficult for shareholders to
pursue claims ..., page 21
39. Please consider including a separate risk factor to disclose
whether there is any potential difficulty for an investor to bring
actions in U.S. courts against the company because of its status
as a
foreign company. In this regard, any additional disclosure should
include the following:

* the extent to which an investor could effect service of process
in
the United States against ViRexx Medical Corp. and/or any of its
non-
U.S. resident officers, directors, and experts named in the
registration statement;
* the extent to which Canadian courts provide comity for judgments
of
U.S. courts;
* the extent to which a U.S. investor can bring original actions
in
Canadian courts against the company based on U.S. law; and
* the extent to which an investor could enforce in a Canadian
court
any U.S. court judgments based on the civil liability provisions
of
the U.S. federal securities laws against ViRexx or any of the
above
foreign persons.

If there is uncertainty regarding a particular matter, clearly
identify those matte