SecProbe.io

CORRESP
 1
 filename1.htm

 scwo_corresp.htm 374Water Inc. 100 Southcenter Court, Suite 200 Morrisville, North Carolina 27560 December 19, 2025 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Erin Donahue RE: 374Water Inc. Registration Statement on Form S-3 Filed November 12, 2025 and amended December 15, 2025 Request for Acceleration File No.: 333-291479 Ladies and Gentlemen: Pursuant to Rule 461 of the Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), 374Water Inc. (the “Company”) hereby requests acceleration of the effective date of the above-mentioned Registration Statement on Form S-3 (the “Registration Statement”) to 4:30 p.m., Eastern Time, on Tuesday, December 23, 2025, or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act and that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement. Please contact Shuangjun Wang of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Company, at (212) 225-2451 or via email at shwang@cgsh.com, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter. Very truly yours, 374Water Inc. By: /s/ Stephen J. Jones Name: Stephen J. Jones Title: Interim President and Chief Executive Officer cc: Shuangjun Wang, Esq., Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
filename1.htm

scwo_corresp

374Water Inc.

701 W. Main Street, Suite 410

Durham, NC 27701

December 29, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Patrick Fullem. Esq.

RE:

374Water
Inc.

Registration
Statement on Form S-3

Filed
December 22, 2022

Request
for Acceleration

File No. 333-268942

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations
of the U.S. Securities and Exchange Commission (the
“Commission”)
under the Securities Act of 1933, as amended (the
“Act”),
374Water Inc. (the “Company”)
hereby requests acceleration of the effective date of the
above-mentioned Registration Statement on Form S-3 to 4:30 p.m.,
Eastern Time, on Friday, December 30, 2022, or as soon thereafter
as practicable, or at such later time as the Company or its
counsel may orally request via telephone call to the
staff.  In making this
acceleration request, the Company acknowledges that it is aware of
its responsibilities under the Act.

Should
any member of the staff of the Commission have any questions or
comments with respect to this request, please contact our counsel,
Damian C. Georgino of Womble Bond Dickinson (US) LLP at (704)
331-4933.

Very truly
yours,

374Water
Inc.

By:

/s/
Yaacov
Nagar

Yaacov
Nagar

Chief Executive
Officer

cc: Damian C. Georgino, Esq., Womble Bond Dickinson (US)
LLP

United States securities and exchange commission logo
December 29, 2022
Yaacov Nagar
Chief Executive Officer
374Water Inc.
701 W. Main Street, Suite 410
Durham, NC 27701
Re:374Water Inc.
Registration Statement on Form S-3
Filed December 22, 2022
File No. 333-268942
Dear Yaacov Nagar:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at (202) 551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Damian Georgino

United States securities and exchange commission logo
November 21, 2022
Israel Abitbol
Chief Financial Officer
374Water Inc.
701 W Main Street, Suite 410
Durham, NC 27701
Re:374Water Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 1, 2022
File No. 000-27866
Dear Israel Abitbol:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

scwo_corresp.htm

    November 18, 2022

 VIA EDGAR

 Ms. Beverly Singleton

 Office of Manufacturing

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Damian C. Georgino

 Partner

   Re:

   374Water Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2021

 Filed March 1, 2022

 File No. 000-27866

 Form 10-Q for the Quarterly Period Ended September 30, 2022

 Filed November 1, 2022

 File No. 001-41420

   Direct Dial: 704-331-4933

 E-mail: Damian.Georgino@wbd-us.com

 Dear Ms. Singleton:

 On behalf of 374Water Inc. (the “Company”), this letter responds to your letter, dated November 17, 2022 (the “Comment Letter”), regarding the above-referenced Annual Report on Form 10‑K for the fiscal year ended December 31, 2022 (the “Annual Report”), filed with the United States Securities Exchange Commission (the “Commission”) on March 1, 2022, and Quarterly Report on Form 10‑Q for the fiscal quarter ended September 30, 2022 (the “Quarterly Report”), filed with the Commission on November 1, 2022. Each comment of the Staff of the Division of Corporation Finance (the “Staff”) is set forth below, followed by the corresponding response. For ease of reference, the headings and numbered paragraphs below correspond to the headings and numbered comments in the Comment Letter. Each response of the Company is set forth in ordinary type beneath the corresponding comment of the Staff appearing in bold type.

 Form 10-Q for the Quarterly Period Ended September 30, 2022

 Section 302 and Section 906 Certifications, page exhibits

   1.

   We note you have listed in the Exhibit Index the respective Exhibit 31 and Exhibit 32 Certifications of the Chief Executive Officer and Chief Financial Officer. However, the actual Certifications have not been filed or provided with the September 30, 2022 Quarterly Report on Form 10-Q. Please amend the Form 10-Q in its entirety to also provide the Certifications required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002.

 Womble Bond Dickinson (US) LLP is a member of Womble Bond Dickinson (International) Limited, which consists of independent and autonomous law firms providing services in the US, the UK, and elsewhere around the world. Each Womble Bond Dickinson entity is a separate legal entity and is not responsible for the acts or omissions of, nor can bind or obligate, another Womble Bond Dickinson entity. Womble Bond Dickinson (International) Limited does not practice law. Please see www.womblebonddickinson.com/us/legal-notice for further details.

    November 18, 2022

 Page 2

 Response No. 1: The Company respectfully acknowledges the Staff's comment and advises the Staff that it inadvertently omitted the certifications to be filed as Exhibits 31.1, 31.2, 32.1 and 32.2 to the Quarterly Report. As requested by the Staff, the Company has filed an amendment to the Quarterly Report, which includes such certifications. The Company further acknowledges that the certifications, in the form filed with the amendments to the Quarterly Report, were signed and intended to be filed with the original filing of the Quarterly Report (and each such certification was true and correct as of the original filing date of the Quarterly Report), however, it appears that there may have been a technical transmission error.

 * * *

 We would be pleased to address any further Staff comments or questions related to the above matters. If the Staff wishes to discuss this letter at any time, please do not hesitate to contact me at 704-331-4933.

       Best regards,

   Womble Bond Dickinson (US) LLP

     /s/ Damian C. Georgino

   Damian C. Georgino

      Partner

    cc:

   Israel Abitbol

United States securities and exchange commission logo
November 17, 2022
Israel Abitbol
Chief Financial Officer
374Water Inc.
701 W Main Street, Suite 410
Durham, NC 27701
Re:374Water Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 1, 2022
File No. 000-27866
Form 10-Q for the Quarterly Period Ended September 30, 2022
Filed November 1, 2022
File No. 001-41420
Dear Israel Abitbol:
            We have limited our review of your filing to the financial statements and related
disclosures and 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Quarterly Period Ended September 30, 2022
Section 302 and Section 906 Certifications, page exhibits
1.We note you have listed in the Exhibit Index the respective Exhibit 31 and Exhibit 32
Certifications of the Chief Executive Officer and Chief Financial Officer.  However, the
actual Certifications have not been filed or provided with the September 30, 2022
Quarterly Report on Form 10-Q.  Please amend the Form 10-Q in its entirety to also
provide the Certifications required by Section 302 and Section 906 of the Sarbanes-Oxley
Act of 2002.

            In closing, we remind you that the company and its management are responsible for the

 FirstName LastNameIsrael Abitbol
 Comapany Name374Water Inc.
 November 17, 2022 Page 2
 FirstName LastName
Israel Abitbol
374Water Inc.
November 17, 2022
Page 2
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Beverly Singleton at (202) 551-3328 or Kevin Woody at (202) 551-
3629 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 3030
November 4, 2016

Via E -mail
John L. Hofmann
Chief Financial Officer
PowerVerde, Inc.
420 S. Dixie Highway, Suite 4 -B
Coral Gables, FL  33146

Re: PowerVerde, Inc.
 Form 10-K for the Fiscal Year Ended  December 31, 2015
Filed March 30, 2016
File No. 0-27866

Dear  Mr. Hofmann :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Kevin J. Kuhar

Kevin J. Kuhar
            Accounting Branch Chief
Office of Electronics and Machinery

Mail Stop 3030
October 7, 2016

Via E -mail
John L. Hofmann
Chief Financial Officer
PowerVerde, Inc.
420 S. Dixie Highway, Suite 4 -B
Coral Gables, FL   33146

Re: PowerVerde, Inc.
 Form 10-K for the Fiscal Year Ended  December 31, 2015
Filed March 30, 2016
File No. 000-27866

Dear  Mr. Hofmann :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment s, we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to th is comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not b elieve our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to th is comment, we may have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

Exhibits 32.1 and 32.2

1. Please file a full amendment to this annual report to provide revised 906 certifications
that refer to your Form 10 -K for the fiscal year ended December 31, 2015.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

John L. Hofmann
PowerVerde, Inc.
October 7, 2016
Page 2

 You may contact Gary Newberry at (202) 551 -3761 o r Kevin Kuhar , Accounting Branch
Chief, at (202) 551 -3662 with any questions.  You may also reach me at (202) 551 -3671 .

Sincerely,

 /s/ Martin James

Martin James
            Senior Assistant Chief Accountant,
Office of Electronics and Machinery

February 26 , 2014

Via E -Mail
Mr. John L. Hofmann
Chief Financial Officer
PowerVerde, Inc.
420 S. Dixie Highway, Suite 4 -B
Coral Gables, FL    33146

 Re: PowerVerde, Inc.
  Form 10 -K for the year ended December 31 , 201 2
Filed May 16 , 2013
File No. 0-27866

Dear Mr. Hofmann:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 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 Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin L. Vaughn

 Kevin L. Vaughn
Accounting Branch Chief

CORRESP
1
filename1.htm

PowerVerde,
Inc.

420
S Dixie Highway, Suite 4B

Coral
Gables, Florida 33146

www.powerverdeenergy.com

February
14, 2014

    Mr.
                                                                                                                Kevin L. Vaughn

        Accounting
        Branch Chief

        Division
        of Corporate Finance

        U.S.
        Securities and Exchange Commission

        100
        F Street, N.E.

        Washington,
        D.C. 20549

    VIA
    FEDERAL EXPRESS AND EDGAR

 Re: Powerverde
                                                                                                                                                                                                                        Inc.
                                                                                                                                                                                                                        (the
                                                                                                                                                                                                                        “Company”)

                                                                                                                                                                                                                        Form
                                                                                                                                                                                                                        10-K
                                                                                                                                                                                                                        for
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        year
                                                                                                                                                                                                                        ended
                                                                                                                                                                                                                        December
                                                                                                                                                                                                                        31,
                                                                                                                                                                                                                        2012

                                                                                                                                                                                                                        Filed
                                                                                                                                                                                                                        May
                                                                                                                                                                                                                        16,
                                                                                                                                                                                                                        2013

                                                                                                                                                                                                                        File
                                                                                                                                                                                                                        No.
                                                                                                                                                                                                                        0-27866

Dear
Mr. Vaughn:

The
following sets forth the comments made in your letter dated January 31, 2014, and the Company’s response to each of the
comments, in the order set forth in that letter:

Form
10-K for the Year Ended December 31, 2012

Exhibits
31.1 and 31.2

1. In
                                                                                                                                                                                                                   accordance
                                                                                                                                                                                                                   with
                                                                                                                                                                                                                   Exchange
                                                                                                                                                                                                                   Act
                                                                                                                                                                                                                   Rule
                                                                                                                                                                                                                   12b-15,
                                                                                                                                                                                                                   amendments
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   report
                                                                                                                                                                                                                   required
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   be
                                                                                                                                                                                                                   accompanied
                                                                                                                                                                                                                   by
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   certifications
                                                                                                                                                                                                                   specified
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   Exchange
                                                                                                                                                                                                                   Act
                                                                                                                                                                                                                   Rules
                                                                                                                                                                                                                   13a-14(a)
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   15d-14(a)
                                                                                                                                                                                                                   must
                                                                                                                                                                                                                   include
                                                                                                                                                                                                                   new
                                                                                                                                                                                                                   certifications.
                                                                                                                                                                                                                   Please
                                                                                                                                                                                                                   amend
                                                                                                                                                                                                                   the
                                                                                                                                                                                                                   filing
                                                                                                                                                                                                                   to
                                                                                                                                                                                                                   provide
                                                                                                                                                                                                                   new
                                                                                                                                                                                                                   certifications
                                                                                                                                                                                                                   as
                                                                                                                                                                                                                   set
                                                                                                                                                                                                                   forth
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   Exchange
                                                                                                                                                                                                                   Act
                                                                                                                                                                                                                   Rules
                                                                                                                                                                                                                   13a-14(a)
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   15-d-14(a).

We
will file an amendment to the Form 10-K providing the new certifications.

Mr. Kevin
L. Vaughn

Accounting
Branch Chief

Division
of Corporate Finance

U.S. Securities
and Exchange Commission

February
14, 2014

Page 2

General

2. We
                                                                                                                                                                                                                   note
                                                                                                                                                                                                                   that

January 31 , 2014

Via E -Mail
Mr. John L. Hofmann
Chief Financial Officer
PowerVerde, Inc.
420 S. Dixie Highway, Suite 4 -B
Coral Gables, FL    33146

 Re: PowerVerde, Inc.
  Form 10 -K for the year ended December 31 , 201 2
Filed May 16 , 2013
File No. 0-27866

Dear Mr. Hofmann :

We have reviewed your response letter dated January 15, 2014 and have the following
comment s.  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 or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment  to your filing a nd the information you provide in
response to th ese comment s, we may have additional comments.

Form 10-K for the year ended December 31, 2012

Exhibits 31.1 and 31.2

1. In accordance with  Exchange Act Rule 12b -15, amendments to any report required to be
accompanied by t he certifications specified in Exchange Act Rules 13a -14(a) and 15d -
14(a) must include new certifications.  Please amend the filing to provide new
certifications as set forth in Exchange Act Rules 13a -14(a) and 15 -d-14(a).

General

2. We note that your corre spondence includes the acknowledgements requested in our
comment letter dated December 30, 2013.  However, please note that the written
statement must be provided by the company rather than by external legal counsel.  Please

Mr. John L. Hofmann
PowerVerde, Inc.
January 31, 2014
Page 2

 provide correspondence that inc ludes the written acknowledgements signed by the
company.

You may contact David Burton, Staff Accountant at  (202) 551 -3626 or me at (202) 551 -
3643 if you have questions regarding these comments. In this regard, do not hesitate to contact
Martin James, Sen ior Assistant Chief Accountant at (202) 551 -3671.

        Sincerely,

        /s/ Kevin L. Vaughn

        Kevin L. Vaughn
          Accounting Branch Chief

CORRESP
1
filename1.htm

    Attorneys
        At Law

        Miami
        Tower

        100
        S.E. Second Street | Suite 4200

        Miami,
        Florida 33131-2113

        P.O.
        Box 019101 | Miami, Florida 33101-9101

        305.530.0050
        | fax 305.530.0055

        www.CFJBLaw.com

        Atlanta

        Hartford

        Miami

        New
        York

        Orlando

        St.
        Petersburg

        Tallahassee

        Tampa

        Washington,
        D.C.

        West
        Palm Beach

January
15, 2014

    Mr. Kevin L. Vaughn

        Accounting Branch Chief

        Division of Corporate Finance

        U.S. Securities and Exchange
        Commission

        100 F Street, N.E.

        Washington, D.C. 20549

    VIA
    FEDERAL EXPRESS AND EDGAR

 Re: Powerverde
                                                                                                                                                          Inc.
                                                                                                                                                          (the
                                                                                                                                                          “Company”)

                                                                                                                                                          Form
                                                                                                                                                          10-K
                                                                                                                                                          for
                                                                                                                                                          the
                                                                                                                                                          year
                                                                                                                                                          ended
                                                                                                                                                          December
                                                                                                                                                          31,
                                                                                                                                                          2013

                                                                                                                                                          Filed
                                                                                                                                                          May
                                                                                                                                                          16,
                                                                                                                                                          2013

                                                                                                                                                          File
                                                                                                                                                          No.
                                                                                                                                                          0-27866

Dear Mr. Vaughn:

We
are counsel to the Company, and the following sets forth the comments made in your letter dated December 30, 2013, and the Company’s
response to each of the comments, in the order set forth in that letter:

Form 10-K for the Year Ended December
31, 2012

Impact of JOBS Act, page 5

 1. We
                                                                                                                                                     note
                                                                                                                                                     your
                                                                                                                                                     disclosure
                                                                                                                                                     here
                                                                                                                                                     that
                                                                                                                                                     you
                                                                                                                                                     believe
                                                                                                                                                     you
                                                                                                                                                     qualify
                                                                                                                                                     as
                                                                                                                                                     an
                                                                                                                                                     “emerging
                                                                                                                                                     growth
                                                                                                                                                     company”,
                                                                                                                                                     or
                                                                                                                                                     EGC,
                                                                                                                                                     under
                                                                                                                                                     the
                                                                                                                                                     Jumpstart
                                                                                                                                                     Our
                                                                                                                                                     Business
                                                                                                                                                     Startup
                                                                                                                                                     Act
                                                                                                                                                     of
                                                                                                                                                     2012.
                                                                                                                                                     In
                                                                                                                                                     order
                                                                                                                                                     to
                                                                                                                                                     qualify
                                                                                                                                                     as
                                                                                                                                                     an
                                                                                                                                                     emerging
                                                                                                                                                     growth
                                                                                                                                                     company,
                                                                                                                                                     a
                                                                                                                                                     registrant
                                                                                                                                                     must
                                                                                                                                                     have
                                                                                                                                                     had
                                                                                                                                                     its
                                                                                                                                                     first
                                                                                                                                                     sale
                                                                                                                                                     of
                                                                                                                                                     common
                                                                                                                                                     equity
                                                                                                                                                     securities
                                                                                                                                                     pursuant
                                                                                                                                                     to
                                                                                                                                                     an
                                                                                                                                                     effective
                                                                                                                                                     registration
                                                                                                                                                     statement
                                                                                                                                                     under
                                                                                                                                                     the
                                                                                                                                                     Securities
                                                                                                                                                     Act
                                                                                                                                                     of
                                                                                                                                                     1933
                                                                                                                                                     on
                                                                                                                                                     or
                                                                                                                                                     after
                                                                                                                                                     December
                                                                                                                                                     9,
                                                                                                                                                     2011.
                                                                                                                                                     Please
                                                                                                                                                     explain
                                                                                                                                                     to
                                                                                                                                                     us
                                                                                                                                                     how
                                                                                                                                                     you
                                                                                                                                                     meet
                                                                                                                                                     this
                                                                                                                                                     criteria.

We
will file an amendment to the Form 10-K deleting the section relating to the JOBS Act.

Mr. Kevin L. Vaughn

Accounting Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 2

Exhibit 32.2

 2. We
                                                                                                                                                     note

December 3 0, 2013

Via E -Mail
Mr. John L. Hofmann
Chief Financial Officer
PowerVerde, Inc.
420 S. Dixie Highway, Suite 4 -B
Coral Gables, FL    33146

 Re: PowerVerde, Inc.
  Form 10 -K for the year ended December 31 , 201 2
Filed May 16 , 2013
File No. 0-27866

Dear Mr. Hofmann :

We have reviewed your filing and have the following comment s.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  In some of our comments, we may ask you to
provide us with information so we may better und erstand 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 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 th ese comment s, we may have additional comments.

Form 10-K for the year ended December 31, 2012

Impact of Jobs Act, page 5

1. We note your disclosure here that you believe you qualify as an “emerging growth
company”, or EGC, under the Jumpstart Our Business Startup Act of 2012. In order to
qualify as an e merging growth company, a registrant must have had its first sale of
common equity securities pursuant to an effective registration statement under the
Securities Act of 1933 on or after December 9, 2011. Please explain to us how you meet
this criteria.

Mr. John L. Hofmann
PowerVerde, Inc.
December 3 0, 2013
Page 2

 Exhibit 32.2

2. We note the certification of your principal financial officer provided pursuant to Section
906 of the Sarbanes -Oxley Act of 2002 refers to “George Konrad” though the
certification is signed by John L. Hoffman. Please amend the filing to pro perly identify
the principal financial officer throughout the certification.

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 Securities Exchan ge 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:

 the company 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 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 Uni ted States.

You may contact David Burton, Staff Accountant at  (202) 551 -3626 or me at (202) 551 -
3643 if you have questions regarding these comments. In this regard, do not hesitate to contact
Martin James, Senior Assistant Chief Accountant at (202) 551 -3671.

        Sincerely,

        /s/ Kevin L. Vaughn

        Kevin L. Vaughn
          Accounting Branch Chief

July 8, 2011
 Via E-Mail

Mr. George Konrad Chief Executive Officer PowerVerde, Inc. 23429 N. 35
th Drive
Glendale, AZ   85310
Re: PowerVerde, Inc.
 Form 10-K for the year ended December 31, 2010
Filed April 7, 2011 File No. 0-27866

Dear Mr. Konrad:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Kevin L. Vaughn
  Kevin L. Vaughn
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 PowerVerde Inc.

23429 N. 35TH Drive

 Glendale, Arizona 85310

 July 1, 2011

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:
PowerVerde Inc. (the “Company”)

 Form 10-K for the year ended December 31, 2010

 Filed April 7,
2011

 Form 10-Q for the quarterly period ended March 31, 2011

Filed May 23, 2011

 File No. 0-27866

 Dear Mr. Vaughn:

The following sets forth the comments made in your letter dated June 16, 2011, and the Company’s response to each of the
comments, in the order set forth in the letter:

 Form 10-K for the Year Ended December 31, 2010

1. We note your disclosure regarding other income as of December 31, 2010 of $26,371. Please describe for us, and revise future
filings here and in MD&A to disclose what this amount represents and how it satisfies the condition for classification as other income. Provide us with a sample of your proposed disclosure. This comment also applies to your Form 10-Q for the
quarter ended March 31, 2011.

The other income reported in the Form 10-K for the year ended December 31, 2010, in the amount of $26,371 represents cancellation of
indebtedness income related to liabilities forgiven by a related party of the Company for various services provided during 2009.

 Mr. Kevin L. Vaughn

 July 1, 2011

 Page 2

 The other income reported in the Form 10-Q for the three months ended March 31, 2011 in
the amount of $23,657 represents cancellation of indebtedness income related to liabilities forgiven by a related party of the Company for various services provided during 2010.

We will include comparable disclosure, which we believe satisfies the conditions for disclosure as other income, in the MD&A sections
and financial statement notes of our future filings on Forms 10-K and 10-Q.

 Form 10-Q as of March 31, 2008

2. We note from your disclosures that you utilize the Black-Scholes stock option pricing model to determine the fair value of your
stock options. Please revise future filings to explain how you determined the assumptions utilized in these models including volatility, risk-free interest rate, expected life, etc. Refer to the guidance in paragraph 750-10-50-2(f)(2) of the FASB
Accounting Standards Codification.

We acknowledge that our note disclosure should have included a discussion of management’s determination of the significant
assumptions used in the Black-Scholes valuation. A sample of proposed disclosure on this point based on the March 31, 2011, 10-Q, which we intend to use in the future is as follows:

The Company’s computation of the expected volatility for the three months ended March 31, 2011, is based
primarily upon historical volatility and the expected term of the option. The Company continues to use the simplified method of determining the expected term provided under SAB 110 as sufficient historical data is not available. The interest rate is
based on U.S. Treasury yield in effect at the time of grant for a period commensurate with the estimated expected life.

 We
will include the above disclosure in MD&A sections of our future filings on Forms 10-K and 10-Q.

*  *  *  *

 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.

 Mr. Kevin L. Vaughn

 July 1, 2011

 Page 3

 We trust that the foregoing is responsive to the Staff’s comments.

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

June 16, 2011
 Via E-Mail

Mr. George Konrad Chief Executive Officer PowerVerde, Inc. 23429 N. 35
th Drive
Glendale, AZ   85310
Re: PowerVerde, Inc.
 Form 10-K for the year ended December 31, 2010
Filed April 7, 2011 Form 10-Q for the quarterly  period ended March 31, 2011
Filed May 23, 2011 File No. 0-27866

Dear Mr. Konrad:
 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and re lated disclosures and do not intend to expand our
review to other portions of your documents.  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 te n business days 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 circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for the year ended December 31, 2010

 Consolidated Statements of Operations, page F-5

 1. We note your disclosure regarding other income as of December 31, 2010 of $26,371.
Please describe for us, and revise future filings here and in MD&A to disclose what this amount represents and how it satisfies the c ondition for classification as other income.
Provide us with a sample of your proposed disc losure.  This comment also applies to your
Form 10-Q for the quarter ended March 31, 2011.

Mr. George Konrad PowerVerde, Inc. June 16, 2011 Page 2

Form 10-Q for the Period Ended March 31, 2011

 Note 7 – Stock Options, page 8

 2. We note from your disclosures that you util ize the Black-Scholes stock option pricing
model to determine the fair value of your stoc k options.  Please revise future filings to
explain how you determined the assumptions ut ilized in these mode ls including volatility,
risk-free interest rate , expected life, etc.  Refer to  the guidance in paragraph 750-10-50-
2(f)(2) of the FASB Accoun ting Standards Codification.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact David Burt on, Staff Accountant, at ( 202) 551-3626 or Lynn Dicker,
Reviewing Accountant, at (202)  551-3616 if you have questions regarding these comments. In
this regard, do not hesitate to contact me at (202) 551-3643.

        S i n c e r e l y ,           /s/ Lynn Dicker for           Kevin L. Vaughn              Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 Mail Stop 3030          December 10, 2008
Via U.S. Mail

George Konrad Chief Executive Officer Vyrex Corporation 21615 N. 2
nd Avenue
Phoenix, Arizona  85027
 Re: PowerVerde, Inc.
f/k/a Vyrex Corporation
  Form 10-KSB for the year ended December 31, 2007
  File No. 0-27866

Dear Mr. Konrad:   We have completed our review of your Form 10-KSB and related filings and have no further comments at this time.            S i n c e r e l y ,                    Kevin L. Vaughn        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 PowerVerde, Inc.

 21615 North 2nd Avenue

 Phoenix, Arizona 85027

 November 25, 2008

 VIA FEDERAL EXPRESS AND 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”)

Amendment 1 to Form 10-KSB for the year ended December 31, 2007
        Filed November 14, 2008

Form 10-Q as of September 30, 2008

File No. 0-27866

 Dear Mr. Vaughn:

 The following sets forth the comment made in your letter dated November 24, 2008, and the Company’s response to the comment:

 Amendment 1 to Form 10-KSB for the Year Ended December 31, 2007

 General

1.
We note your response to prior comment 3 from our letter dated October 8, 2008. We note within your certification here and your Amended March 31, 2008, Amended
June 30, 2008, and September 30, 2008 Form 10-Q filed pursuant to Exchange Act Rule 13a-14(a) are still not in the exact form prescribed by item 601(b)(31) of Regulation S-B and Item 601(b)(31) of Regulation S-X. For instance, we note
that you deleted the wording “the registrant’s other certifying officer(s) and” from paragraphs 4 and 5. Please revise your future filings to include revised certifications that conform to the exact wording required by
Item 601(b)(31) of Regulation S-B and Item 601(b)(31) of Regulation S-X.

 Mr. Kevin L. Vaughn

 November 25, 2008

 Page 2

 We
agree with the Staff’s comment regarding our certifications. We will revise our future filings to include revised certifications that conform to the exact wording required by Item 601(b)(31) of Regulation S-B and Item 601(b)(31) of
Regulation S-X.

 * * * *

 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.

 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

CORRESP
1
filename1.htm

Letter to the SEC

 Vyrex Corporation

 21615 North 2nd Avenue

 Phoenix, Arizona 85027

 November 7, 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 sets forth the comments made in your letter dated October 8, 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

 General

1.
Please file your response dated September 22, 2008 on Edgar as correspondence pursuant to Rule 10(a) of
Regulation S-T.

 On October 16, 2008, we filed our response dated September 22, 2008 on Edgar as correspondence pursuant to Rule 10(a) of Regulation S-T.

 Item 8A. Controls and Procedures, page 11

2.
 We note within your proposed disclosure that your chief executive officer and president concluded that “[your] 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 you]

Mr. Kevin L. Vaughn

 November 7, 2008

Page 2

 file under the Exchange Act are recorded,
processed, summarized, and reported as when required.” The language that is currently included after the word “effective” in your disclosure appears to be superfluous, since the meaning of “disclosure controls and
procedures” is established by Rule 13a-15(e) of the Exchange Act. We also note that you included similar language within your March 31, 2008 and June 30, 2008 Form 10-Q. Please remove the language in your filings or revise the
disclosure so that the language that appears after the word “effective” is substantially similar in all material respects to the language that appears in the entire two-sentence definition of “disclosure controls
and procedures” set forth in Rule 13a-15(e).

 We agree with the Staff’s comments regarding the superfluous language in our
disclosure controls and procedures. Our December 31, 2007, Form 10-KSB, and March 31, 2008, and June 30, 2008, Forms 10-Q will be amended to revise the disclosure so that the language that appears after the word
“effective” is substantially similar in all material respects to the language that appears in the entire two-sentence definition of “disclosure controls and procedures” set forth in Rule 13a-15(e).

 Exhibit 31.1 and Exhibit 31.2

3.
We note your response to prior comment 3 from our letter dated July 17, 2008. We note within your proposed disclosures for your certifications here and your March 31,
2008 and June 30, 2008 Form 10-Q filed pursuant to Exchange Act Rule 13a-14(a) are still not in the exact form prescribed by Item 601(b)(31) of Regulation S-B and Item 601(b)(31) of Regulation S-X. Please amend your filings to include
revised certifications that conform to the exact wording required by Item 601(b)(31) of Regulation S-B and Item 601(b)(31) of Regulation S-X.

 We agree with the Staff’s comments regarding our proposed disclosures for our certifications. Our December 31, 2007, Form 10-KSB, and March 31, 2008, and June 30, 2008, Forms 10-Q will be amended
to include revised certifications that conform to the exact wording required by Item 601(b)(31) of Regulation S-B and Item 601(b)(31) of Regulation S-X.

 Form 10-Q for the Quarter Ended March 31, 2008

 Item 1. Financial Information, page 1

 Condensed Consolidated Statements of Operation, page 2

4.
Please revise your presentation of net loss per share here and within your June 30, 2008 Form 10-Q so that you do not present amounts in excess of two decimal places to
avoid implying a greater degree of precision than exists.

 2

 Mr. Kevin L. Vaughn

 November 7, 2008

 Page 3

 We
agree with the Staff’s comments regarding our presentation of net loss per share. Our March 31, 2008, and June 30, 2008, Forms 10-Q will be amended to revise our presentation of net loss per share here so that we do not present
amounts in excess of two decimal places to avoid implying a greater degree of precision than exists.

 Notes to Unaudited Condensed Consolidated
Financial Statements, page 5

 Note 2. Business Acquisition, page 5

5.
We note from your proposed disclosures here and within your June 30, 2008 Form 10-Q that you determined that you should restate your financial statements to appropriately
account for the PowerVerde, Inc. acquisition that occurred on February 11, 2008. Please revise your note here and within your June 30, 2008 to include the disclosures required by paragraph 26 of SFAS 154 related to the restatement. Please
also clearly label the appropriate financial statements “as restated.”

 We agree with the Staff’s comments
regarding our restating our financial statements to appropriately account for the PowerVerde, Inc. acquisition that occurred on February 11, 2008. Our March 31, 2008, and June 30, 2008, Forms 10-Q will be amended to include in Note 3
the disclosures required by paragraph 26 of SFAS 154 related to the restatement, as well as to clearly label the appropriate financial statements “as restated.”

6.
Further to the above, you stated within your proposed disclosure here and within your June 30, 2008 Form 10-Q that the merger transaction was originally accounted for as a
recapitalization. You further state that you accounted for the acquisition as a reverse acquisition under generally accepted accounting principles. Please revise your note here and within your June 30, 2008 Form 10-Q to clearly state, if true,
that you initially accounted for the PowerVerde, Inc. acquisition as a reverse merger and that you are now accounting for the transaction as a recapitalization.

 We agree with the Staff’s comments regarding our disclosure of the merger transaction. Our March 31, 2008, and June 30, 2008, Forms 10-Q
will be amended to include the following language:

 The Company has treated this transaction as equivalent to the issuance of stock by
PowerVerde for the net monetary assets of the Company, accompanied by a recapitalization of PowerVerde. The accounting treatment is identical to that resulting from a reverse merger, except that no goodwill or other intangibles has been
recorded.

 Item 4. Controls and Procedures, page 12

 3

 Mr. Kevin L. Vaughn

 November 7, 2008

 Page 4

7.
We note that management concluded that its disclosure controls and procedures were effective as of March 31, 2008. We note similar disclosures within your June 30, 2008
Form 10-Q. Please explain to us how management considered the restatement of your financial statements for the recapitalization transaction in reaching the conclusion that your disclosure controls and procedures were effective as of March 31,
2008 and June 30, 2008.

 In response to this comment, our March 31, 2008, and June 30, 2008, Forms 10-Q
will be amended to state that, based upon an evaluation conducted by the Company, our Chief Executive Officer and President concluded that the Company’s disclosure controls and procedures were ineffective as of March 31, 2008, and
June 30, 2008, in light of the subsequent restatement of our financial statements, as well as to identify steps the Company has taken to address this issue:

 * * * *

 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.

 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

 4

CORRESP
1
filename1.htm

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

Mail Stop 6010
October 8, 2008
 Via Facsimile and U.S. Mail

 George Konrad Chief Executive Officer Vyrex Corporation 21615 N. 2
nd Avenue
Phoenix, Arizona  85027
 Re: PowerVerde, Inc.
f/k/a Vyrex Corporation
  Form 10-KSB for the year ended December 31, 2007
   Filed March 31, 2008   Form 10-Q as of March 31, 2008   Form 10-Q as of June 30, 2008   File No. 0-27866

Dear Mr. Konrad:

We have reviewed your response letter dated September 24, 2008 and have the
following additional 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 10-KSB for the Year Ended December 31, 2007

George Konrad
PowerVerde, Inc.
October 8, 2008 Page 2   General

 1. Please file your response dated September 22, 2008 on Edgar as correspondence pursuant to Rule 10(a) of Regulation S-T.
 Item 8A.  Controls and Procedures, page 11

2. We note within your proposed disclosure that your chief executive officer and
president concluded that “[your] 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 [you] file under the Exchange Act are recorded, processed, summarized, and reported as when required.” The language that is currently included after the word “effective” in your disclosure appears to be superfluous, since the meaning of “disclosure controls and procedures” is established by Rule 13a-15(e) of the Exchange Act.  We note also note that you included similar language within your March 31, 2008 and June 30, 2008 Form 10-Q.  Please remove the language in your filings or revise the disclosure so that the language that appears after the word “effective” is substantially similar in all material respects to the language that appears in the entire two-sentence definition of “disclosure controls and procedures” set forth in Rule 13a-15(e).
 Exhibit 31.1 and Exhibit 31.2

 3. We note your response to prior comment 3 from our letter dated July 17, 2008.  We note within your proposed disclosures for your certifications here and your March 31, 2008 and June 30, 2008 Form 10-Q filed pursuant to Exchange Act Rule 13a-14(a) are still not in the exact form prescribed by Item 601(b)(31) of Regulation S-B and Item 601(b)(31) of Regulation S-X.  Please amend your filings to include revised certifications that conform to the exact
 wording required
by Item 601(b)(31) of Regulation S-B and Item 601(b)(31) of Regulation S-X.
          Form 10-Q for the Quarter Ended March 31, 2008

George Konrad
PowerVerde, Inc.
October 8, 2008 Page 3   Item 1.  Financial Information, page 1

 Condensed Consolidated Statements of Operation, page 2

4. Please revise your presentation of net loss per share here and within your June 30, 2008 Form 10-Q so that you do not present amounts in excess of two decimal places to avoid implying a greater degree of precision than exists.
 Notes to Unaudited Condensed Consolidated Financial Statements, page 5

 Note 2.  Business Acquisition, page 5

5. We note from your proposed disclosures here and within your June 30, 2008 Form 10-Q that you determined that you should restate your financial statements to appropriately account for the PowerVerde, Inc. acquisition that occurred on February 11, 2008.  Please revise your note here and within your June 30, 2008 to include the disclosures required by paragraph 26 of SFAS 154 related to the restatement.  Please also clearly label the appropriate financial statements “as restated.”
6. Further to the above, you stated within your proposed disclosure here and within your June 30, 2008 Form 10-Q that the merger transaction was originally accounted for as a recapitalization.  You further state that you accounted for the acquisition as a reverse acquisition under generally accepted accounting principles.  Please revise your note here and within your June 30, 2008 to clearly state, if true, that you initially accounted for the PowerVerde, Inc. acquisition as a reverse merger and that you are now accounting for the transaction as a recapitalization.
 Item 4.  Controls and Procedures, page 12

 7. We note that management concluded that its disclosure controls and procedures were effective as of March 31, 2008.  We note similar disclosures within your June 30, 2008 Form 10-Q.  Please explain to us how management considered the restatement of your financial statements for the recapitalization transaction in reaching the conclusion that your disclosure controls and procedures were effective as of March 31, 2008 and June 30, 2008.

As appropriate, please amend the Forms 10-KSB and 10-Q and respond to these

George Konrad
PowerVerde, Inc. October 8, 2008 Page 4  comments within 10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendments to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your amendments and responses to our comments.
 You may contact Tara Harkins, Staff Accountant, at (202) 551-3639 or me at
(202) 551-3643 if you have questions regarding these comments.  In this regard, do not hesitate to contact Martin James, Senior  Assistant Chief Accountant, at (202) 551-3671.
         S i n c e r e l y ,
Kevin L. Vaughn
       A c c o u n t i n g  B r a n c h  C h i e f

Mail Stop 6010
August 20, 2008
 Via Facsimile and U.S. Mail

 George Konrad Chief Executive Officer Vyrex Corporation 21615 N. 2
nd Avenue
Phoenix, Arizona  85027
 Re: PowerVerde, Inc.
f/k/a Vyrex Corporation
  Form 10-KSB for the year ended December 31, 2007
   Filed March 31, 2008   Form 10-Q as of March 31, 2008   Form 10-Q as of June 30, 2008   File No. 0-27866

Dear Mr. Konrad:

We have reviewed your response letter dated August 11, 2008 and have the
following additional comments.  Where indicated, we think you should revise your documents 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 supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.
We look forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspects of our review.  Feel free to call us at the telephone numbers listed at the end of this 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.
 Form 10-Q as of March 31, 2008

George Konrad
PowerVerde, Inc. August 20, 2008 Page 2   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.
 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).
 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.

As appropriate, please amend the Forms 10-KSB and 10-Q and respond to these
comments within 10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendments to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact me at (202) 551-3643 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Martin James, the Senior Assistant Chief Accountant, at (202) 551-3671.          S i n c e r e l y ,
Kevin L. Vaughn
       A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 Vyrex Corporation

 21615 North 2nd Avenue

 Phoenix, Arizona 85027

 August 11, 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 as of March 31, 2008

 File No. 0-27866

 Dear Mr. Vaughn:

The following constitutes the comments made in your letter dated July 17, 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

 Item 8A. Controls and Procedures, page 11

 1. We do not see where you have included
disclosure regarding the conclusions of your principal executive and principal financial officers, or persons performing similar functions, regarding the effectiveness of your disclosure controls and procedures as of December 31, 2007. Please
amend this filing to provide your conclusions regarding the effectiveness of your disclosure controls and procedures as of December 31, 2007 as required by Item 307 of Regulation S-B.

 We agree with the Staff’s comments regarding the need to include additional disclosure related to controls and procedures. We will prepare and file
an Amendment to the Form 10-KSB including this disclosure.

 Mr. Kevin L. Vaughn

 August 11, 2008

  Page
 2

 Report of Independent Registered Public Accounting Firm, page F-2

 2. Please amend the filing to include an audit report that covers all periods presented in the financial statements, including the inception to date
information. We note from the report of Berenfeld Spritzer Shechter & Sheer, LLP included in your 2006 10-KSB that the periods from January 2, 1991 through December 31, 2004 were audited by other auditors. If still true and the
work of these auditors are referenced in the 2007 report, please include the reports of each of the other auditors in the amended 10-KSB.

 With respect to the Staff’s request for a report from the Company’s predecessor auditors, we respectfully request a waiver of the requirement under Rule 2-05 of Regulation S-X for the consent of the predecessor auditors for the
reasons described below.

 The Company is a development stage enterprise; as such, we retain an additional column on our consolidated
statements of operations, stockholders’ equity and cash flows for the period from inception (January 2, 1991) through our most recent audited financial statements. In the April 16, 2007 report of the independent registered public
accounting firm of Berenfeld, Spritzer, Shechter & Sheer, CPA, that was filed in connection with our Annual Report on Form 10-KSB for the year ended December 31, 2006, our auditor stated that it had relied on the report of other
auditors for the audited financial statements for the period from date of inception through December 31, 2004. Rule 2-05 of Regulation S-X requires that we provide reports of the predecessor accountants if our principal accountant elects to
place reliance on the work of the other accountants and makes references to that effect in its report. We included a consent letter and the auditors’ report of the predecessor auditor in our 2006 filing. However, in the March 28, 2008
auditors’ report that was filed in connection with our Annual Report on Form 10-KSB for the year ended December 31, 2007, our auditor, at its election, did not state that it had relied on the report of other auditors for the period from
inception through December 31, 2004. As such, we did not believe that Rule 2-05 of Regulation S-X applied, and therefore did not request consent from the predecessor auditors and did not include their report in our 2007 filing.

 If our interpretation of Rule 2-05 was wrong and the reports of the other auditors should have been included in our 2007 filing, despite the lack of
reference in the 2007 auditors’ report, we respectfully request a waiver of the requirement in Rule 2-05 for the following reasons. We believe that obtaining reissued reports from our predecessor auditors in 2008 (for our financial statements
for the period from inception through December 31, 2004 and that the predecessors audited more than three years ago and as long ago as 15 years ago) would not be relevant or helpful in understanding our financial statements for the years ended
December 31, 2005, 2006 and 2007.

 Since the Company’s inception in 1991, other than our existing auditors, the Company has
retained two auditors. J.H. Cohn was originally dismissed on July 3, 1996 and then, after being retained again, resigned as the Company’s auditors on December 30, 2005. Ernst & Young LLC served as our auditors from late 1996
through April 20, 1999. Our most recent signed report from a predecessor auditor was provided to the Commission on

 Mr. Kevin L. Vaughn

 August 11, 2008

  Page
 3

March 29, 2005 in connection with the predecessor’s audit of our financial statements for the years ended December 31, 2003 and 2004. Since
March 29, 2005, we have retained the same auditor and they have audited the Company’s most recent financial statements for the year ended December 31, 2005, 2006 and 2007.

 We believe that obtaining reissued reports from our predecessor auditors would not be relevant or helpful in understanding our financial statements for
the years ended December 31, 2005, 2006 and 2007. Further, we believe that the time and costs associated with enabling our predecessor auditors to become current with their prior work, obtain the appropriate representation from our current
auditors and review our filings that are beyond five years from the predecessor auditor’s own efforts, would be excessive and would significantly outweigh any possibility of additional protection to our stockholders by including a more current
report by our predecessor auditors.

 Based on the facts and circumstances that we have described above, we respectfully request a waiver of
the requirement for the Company to provide the predecessor auditors report in our Form 10-KSB for the year ended December 31, 2007 (for our financial statements from the period from inception through December 31, 2004) under Rule 2-05 of
Regulation S-X.

 Exhibits 31.1 and 31.2

 3. We note that your certifications filed pursuant to Exchange Act Rule 13a-14(a) are not in the exact form prescribed by Item 601(b)(31) of Regulation S-B. Specifically, we note that the Rule 13a-14(a) certifications included with
this filing omit (i) paragraph 4(b) and (ii) the portion of the introductory language in paragraph 4 that refers to the responsibility of the certifying officers for establishing and maintaining the registrant’s internal control over
financial reporting. Please amend your filing to include revised certifications that conform to the exact wording required by Item 601(b) (31) of Regulation S-B.

 We agree with the Staff’s comments regarding the certifications. We will prepare and file an Amendment to the Form 10-Q including this disclosure.

 Form 10-Q as of March 31, 2008

 Note 2.
Business Acquisition, page 7

 4. We note the disclosure on page 10 that following the cessation of its Biotech Business operations in
October 2005, Vyrex was a public shell with no operations seeking an appropriate merger partner. We also note that as of February 12, 2008 PowerVerde was the operating entity and that, going forward, its operations would represent the sole
operations of Vyrex. Please note that the staff considers the merger of a private operating company into a non-operating public shell corporation with nominal assets to be a capital transaction in substance, rather than a business combination. That
is, the transaction is equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation, accompanied

 Mr. Kevin L. Vaughn

 August 11, 2008

  Page
 4

by a recapitalization of the private company. The accounting is identical to that resulting from a reverse acquisition, except that no goodwill or other
intangibles should be recorded. In addition, as a result, the only historical financial statements presented for the registrant in periods following the transaction would be those of the operating entity-PowerVerde.

 Please tell us how you considered that guidance in concluding on the appropriate accounting for the February 12, 2008 transaction or revise the
filing to comply and to clearly describe your accounting.

 We agree with the Staff’s comments regarding the accounting treatment
of the merger of PowerVerde with and into Vyrex. We will file an amended Form 10-Q which will not reflect the recording of any goodwill or intangibles. Also, we confirm that the Form 10-Q/A for the period ended March 31, 2008 will present the
historical financial statements of the operating entity, PowerVerde.

 ****

 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 are working on the amendments to the
Form 10-KSB and Form 10-Q; however, we would appreciate your response to our request in item number 2 above before we submit those amendments.

 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,

George Konrad

President

CORRESP
1
filename1.htm

Correspondence

 VIA EDGAR

 Mr.
Kevin L. Vaughn

 Accounting Branch Chief

 Division of
Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Re:
Vyrex Corporation

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

Form 10-Q as of March 31, 2008

File No. 0-27866

 Dear Mr. Vaughn:

 This law firm represents Vyrex Corporation (the “Company”). In this regard, we have recently been provided a copy of your letter dated
July 27, 2008 regarding the above-referenced matter. We are currently working with the Company’s management on a response to your letter; however, management is also working diligently on its Form 10-Q for the period ended June 30,
2008. The Company anticipates that it will have a response to your letter by Monday, August 11, 2008.

 Should you have any additional
questions or comments, please do not hesitate to contact the undersigned directly at 305-530-4046 or at the address indicated above.

Sincerely,

/s/ Linda C. Frazier

Linda C. Frazier

cc:
Mr. George Konrad

Robert Macaulay, Esquire

Mail Stop 6010
July 17, 2008
   Via Facsimile and U.S. Mail

 George Konrad Chief Executive Officer Vyrex Corporation 21615 N. 2
nd Avenue
Phoenix, Arizona  85027
 Re: Vyrex Corporation
  Form 10-KSB for the year ended December 31, 2007
   Filed March 31, 2008   Form 10-Q as of March 31, 2008   File No. 0-27866

Dear Mr. Konrad:

We have reviewed your filings and have the following comments.  We have
limited our review to only your financial statements and related disclosures and will make no further review of your documents.  Where indicated, we think you should revise your documents 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 supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not 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 comment or on any other aspects of our review.  Feel free to call us at the telephone numbers listed at the end of this letter. Form 10-KSB for the Year Ended December 31, 2007

George Konrad
Vyrex Corporation
July 17, 2008 Page 2   Item 8A.  Controls and Procedures, page 11

 1. We do not see where you have included disclosure regarding the conclusions of your principal executive and principal financial officers, or persons performing similar functions, regarding the effectiveness of your disclosure controls and
procedures  as of December 31, 2007.  Please amend this filing to provide your
conclusions regarding the effectiveness of your disclosure controls and procedures as of December 31, 2007 as required by Item 307 of Regulation S-B.
 Report of Independent Registered Public Accounting Firm, page F-2

 2. Please amend the filing to include an audit report that covers all periods presented in the financial statements, including the inception to date information.   We note from the report of Berenfeld Spritzer Shechter & Sheer, LLP included in your 2006 10-KSB that the periods from January 2, 1991 through December 31, 2004 were audited by other auditors.  If still true and the work of these auditors are referenced in the 2007 report, please include the reports of each of the others auditors in the amended 10-KSB.
 Exhibits 31.1 and 31.2

 3. We note that your certifications filed pursuant to Exchange Act Rule 13a-14(a) are not in the exact form prescribed by Item 601(b)(31) of Regulation S-B.  Specifically, we note that the Rule 13a-14(a) certifications included with this filing omit (i) paragraph 4(b) and (ii) the portion of the introductory language in paragraph 4 that refers to the responsibility of the certifying officers for establishing and maintaining the registrant’s internal control over financial reporting.  Please amend your filing to include revised certifications that conform to the exact wording required by Item 601(b)(31) of Regulation S-B.
 Form 10-Q as of March 31, 2008

Note 2.  Business Acquisition, page 7

4. We note the disclosure on page 10 that following the cessation of its Biotech Business operations in October 2005, Vyrex was a public shell with no operations seeking an appropriate merger partner.  We also note that as of February 12, 2008, PowerVerde was the operating entity and that, going forward, its operations would represent the sole operations of Vyrex.  Please note that the staff considers the merger of a private operating company into a non-operating public shell corporation with nominal assets to be a capital transaction in substance, rather than a business combination.  That is, the transaction is equivalent to the issuance

George Konrad
Vyrex Corporation
July 17, 2008 Page 3
of stock by the private company for the net monetary assets of the shell corporation, accompanied by a recapitalization of the private company. The accounting is identical to that resulting from a reverse acquisition, except that no goodwill or other intangibles should be recorded. In addition, as a result, the only historical financial statements presented for the registrant in periods following the transaction would be those of the operating entity - PowerVerde.

Please tell us how you considered that guidance in concluding on the appropriate accounting for the February 12, 2008 transaction or revise the filing to comply and to clearly describe your accounting.

* * * * * * * *

As appropriate, please amend your Form 10-KSB and respond to these comments
within 10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors 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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging 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.
In addition, please be advised that the Di vision of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review

George Konrad
Vyrex Corporation July 17, 2008 Page 4  of your filing or in response to our comments on your filing.
You may contact me at (202) 551-3643 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at (202) 551-3671.            S i n c e r e l y ,            Kevin L. Vaughn        A c c o u n t i n g  B r a n c h  C h i e f

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010

September 30, 2005

Mr. G. Dale Garlow
Chief Executive Officer
Vyrex Corporation
2159 Avenida de la Playa
La Jolla, CA  92037

Re:	Vyrex Corporation
	Form 10-KSB for the Fiscal Year Ended December 31, 2004
	Filed March 29, 2005
	File No. 000-27866

Dear Mr. Garlow:

	We have completed our review of your Form 10-KSB and have no
further comment at this time.

								Sincerely,

Jim Atkinson
Accounting Branch Chief

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Letter of correspondence

 September 15, 2005

 Mr. Jim B. Rosenberg

 Senior Assistant Chief Accountant

 United States

 Securities and Exchange Commission

 Washington, D.C. 20549

Re:
Vyrex Corporation

 Form 10-KSB for the Fiscal Year Ended
December 31, 2004

 Filed March 29, 2005

 File No. 0-27866

 Dear Mr. Rosenberg:

 Listed below is the response to Mr. Young’s follow up request based on your review of
Vyrex Corporation’s financial statements and related disclosures reflected in Form 10-KSB for the fiscal year ended December 31, 2004.

 Financial Statements, page F-1

 Report of Independent Registered Public accounting Firm, page F-2

 Per Mr. Young’s request enclosed are the Ernst & Young’s opinion letters dated February 12, 1998 and March 15, 1999. The Ernst and Young
certifications will be included in future filings based on Rule 2-05 of regulation S-X.

 Sincerely,

 G. Dale Garlow

 President & CEO

 Vyrex Corporation

 Report of Independent Auditors

 The Board of Directors and Stockholders

 Vyrex
Corporation

 We have audited the accompanying balance sheet of Vyrex
Corporation (a development stage enterprise) as of December 31, 1997 and 1996, and the related statements of operations, stockholders’ equity and cash flows for the years then ended, and for the period from January 2, 1991 (inception) through
December 31, 1997. 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. The financial statements as of December 31, 1995,
and for the period January 2, 1991 (inception) through December 31, 1995, were audited by other auditors whose report dated February 9, 1996 expressed an unqualified opinion on those statements. The financial statements for the period January 2,
1991 (inception) through December 31, 1995 include total revenues and net loss of $310,000 and $3,408,199 respectively. Our opinion on the statements of operations, stockholders’ equity, and cash flows for the period January 2, 1991 (inception)
through December 31, 1997, insofar as it relates to amount for prior periods through December 31, 1995, is based solely on the report of other auditors.

 We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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, based on our audits and the report of other auditors (insofar as it relates
to the financial statements for the period January 2, 1991 (inception) through December 31, 1995, the financial statements referred to above present fairly, in all material respects, the financial position of Vyrex Corporation (a development stage
enterprise) at December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended and the period from January 2, 1991 (inception) through December 31, 1997 in conformity with generally accepted accounting
principles.

 ERNST & YOUNG LLP

 San Diego, California

 February 12, 1998

 Report of Ernst & Young LLP, Independent Auditors

 The Board of Directors and Stockholders

 Vyrex Corporation

 We have audited the accompanying balance sheets of Vyrex Corporation (a development stage enterprise) as of December 31, 1998 and 1997, and the related statements of operations, stockholders’ equity (net capital
deficiency) and cash flows for the years then ended, and for the period from January 2, 1991 (inception) through December 31, 1998. 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. The financial statements for the period from January 2, 1991 (inception) through December 31, 1995, were audited by other auditors whose report dated February 9, 1996 expressed an
unqualified opinion on those statements. The financial statements for the period January 2, 1991 (inception) through December 31, 1995 include total revenues and net loss of $310,000 and 3,408,199, respectively. Our opinion on the statements of
operations, tockholders’ equity (net capital deficiency) and cash flows for the period January 2, 1991 (inception) through December 31, 1995, insofar as it relates to amounts for prior periods through December 31, 1995, is based solely on the
report of other auditors.

 We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes 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 and the report of other auditors provide a reasonable basis for our opinion.

 In our opinion, based on our audits and the report of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Vyrex Corporation (a development
stage enterprise) at December 31, 1998 and 1997, and the results of its operations and its cash flows for the years then ended and the period from January 2, 1991 (inception) through December 31, 1998 in conformity with generally accepted accounting
principles.

 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 has a net capital deficiency. These conditions raise substantial doubt
about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of
liabilities that may result from the outcome of this uncertainty.

 ERNST & YOUNG LLP

 San Diego, California

 March 15, 1999,

 except for Note 10, as to which the date is

 March 29, 1999

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

      September 9, 2005

G. Dale Garlow
President and Chief Executive Officer
Vyrex Corporation
2159 Avenida de la Playa
La Jolla, CA  92037

Re:  	Vyrex Corporation
	Preliminary Proxy Statement on Schedule 14A, Filed September
2,
2005
	File No. 0-27866

Dear Mr. Garlow:

      This is to advise you that we have limited our review of the
above referenced proxy statement to only the issues identified
below.

Schedule 14A

1. We note that your proxy statement only contains one proposal to
be
considered by your shareholders. More specifically, you are asking
shareholders to vote on a merger agreement pursuant to which you
intend to reincorporate the company from a Nevada company to a
Delaware company.  As your disclosure provides, this
reincorporation
also contemplates changes to your certificate of incorporation,
including an increase in your capital stock. Because we believe
the
increase in capital stock is a material change, please revise your
document so that the increase in capital stock is presented as a
separate proposal to be considered by shareholders.  Please note
you
may state that each of your proposals is contingent on the
approval
of the other proposal, but you must allow shareholders to vote on
each of the proposed material changes.

2. Additionally, with respect to the increase in capital stock,
please provide a statement, if true, that you have no current
intentions or understandings to issue the additional authorized
shares of capital stock other than with respect to the stock
option
issuances.

*	*	*

      You may wish to provide us with marked copies of the
amendment
to expedite our review.  Please furnish a response letter with
your
amendment that keys your responses to our comments.  Detailed
cover
letters greatly facilitate our review.  Please file your cover
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 contact Song P. Brandon at (202) 551-3621 with any
other
questions.

								Sincerely,

								Jeffrey P. Riedler
								Assistant Director
??

??

??

??

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Letter of Correspondence

 July 20, 2005

 Mr. Jim B. Rosenberg

 Senior Assistant Chief Accountant

 United States

 Securities and Exchange Commission

 Washington, D.C. 20549

Re:
Vyrex Corporation

 Form 10-KSB for the Fiscal
Year Ended December 31, 2004

 Filed March 29, 2005

 File No. 000-27866

 Dear Mr. Rosenberg:

 Listed below is the
response to your comments based on your review of Vyrex Corporation’s financial statements and related disclosures reflected in Form 10-KSB for the fiscal year ended December 31, 2004.

 Financial Statements, page F-1

 Report of Independent Registered Public Accounting Firm, page F-2

 1. After reviewing your inquiry our Accounting Firm confirmed that based on
Rule 2-05 of Regulation S-X a certification from Ernest & Young should have been included in the filing for the fiscal year 1999 along with their own certification for that year. J. H. Cohn were the auditors for Vyrex from 1991 through 1995.
Both Ernest & Young and J. H. Cohn provided consents for the 1996 10-KSB. Earnest & Young audited the financials as of December 31, 1996 and J. H. Cohn audited the financials as of December 31, 1995. J. H. Cohn was reengaged April 22, 1999
and audited the financials for fiscal year ending December 31, 1999. Since this oversight goes back a number of years please provide guidance on how we can rectify the situation without being cost prohibitive to a Company our size and with our
limited capital.

 2. Summary of Significant Accounting Policies page
F-9

 2. The three current employees have agreed to provide
services without receiving any additional compensation. Stock options were previously granted to the employees as a reward for their efforts. The Company does not have any liability for any accrued or deferred salaries for the current employees. In
the event the Company should receive sufficient funding to support salaries, the current employees would receive salaries going forward from that date.

4. License and Collaboration Agreements, page F-11

 3. The Company has one license agreement in place that provides revenue to the Company. The terms of the agreement requires the licensee to pay the
Company a minimum royalty fee on a quarterly basis for the right to a Company patent for boron complexes. The Company recognizes revenue of $22,500 on a quarterly basis in accordance with the terms of the license agreement. The agreement stipulates
that if the license is terminated by the licensee the licensee must pay the Company the minimum agreed on minimum royalty payment for 120 days beyond the date of termination.

 The Company acknowledges it is responsible for the adequacy and accuracy of the disclosures in the filings. The Company understands that
staff comments or changes to disclosures 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.

Vyrex’s small but dedicated staff works diligently at meeting the requirements of the SEC to maintain our public status while seeking additional license
or collaboration agreements that will provide additional revenue to the Company and value to our shareholders. We are currently in negotiations to complete a reverse merger that will be in the best interest of the Company and our shareholders.

 Sincerely,

 /s/    G. DALE GARLOW

 G. Dale Garlow

 President & CEO

 Vyrex Corporation

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010

July 1, 2005

Mr. G. Dale Garlow
Chief Executive Officer
Vyrex Corporation
2159 Avenida de la Playa
La Jolla, CA  92037

Re:	Vyrex Corporation
	Form 10-KSB for the Fiscal Year Ended December 31, 2004
	Filed March 29, 2005
	File No. 000-27866

Dear Mr. Garlow:

	We have limited our review to only your financial statements
and
related disclosures and do not intend to expand our review to
other
portions of your document.  In our comments, we ask you to provide
us
with supplemental information so we may better understand your
disclosure.  Please be as detailed as necessary in your
explanation.
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Financial Statements, page F-1

Report of Independent Registered Public Accounting Firm, page F-2

1. As your auditor has relied on the reports of other auditors,
please provide us the reports of those other auditors, as they
apparently should have been included in your filing. Please refer
to
Rule 2-05 of Regulation S-X.

Notes to Financial Statements, page F-7

2.  Summary of Significant Accounting Policies, page F-9

2. Please tell us how you have accounted for the salaries not
being
received by your current employees and how your accounting
complies
with GAAP. Tell us whether and to what extent you have a liability
for these salaries and where it is recorded in your financial
statements.

4.  License and Collaboration Agreements, page F-11

3. Please tell us how you recognized revenue for all amounts
received
to date for the license agreement and how your accounting complies
with SAB 104 particularly as it relates to non-refundable amounts.
Also include in your response the duration of and your obligations
under the license agreement and why you did not defer income.

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provide the
requested information.  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 responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Keira Ino, Staff Accountant, at (202) 551-
3659
or Oscar Young, Senior Staff Accountant, at (202) 551-3622 if you
have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 551-3679 with any
other
questions.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief
Accountant
??

??

??

??

G. Dale Garlow
Vyrex Coporation
July 1, 2005
Page 3

</TEXT>
</DOCUMENT>