SecProbe.io

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 vnrx_corresp.htm VOLITIONRX LIMITED 1489 West Warm Springs Road, Suite 110 Henderson, Nevada 89014 February 17, 2026 SUBMITTED VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Doris Stacey Gama Re: VolitionRx Limited’s Acceleration Request Registration Statement on Form S-3 Filed February 9, 2026 File No. 333- 293314 Requested Date : February 19, 2026 Requested Time : 5:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, VolitionRx Limited, a Delaware corporation (the “ Company ”), hereby respectfully requests that the Securities and Exchange Commission (the “ Commission ”) takes appropriate action to declare the above-captioned Registration Statement on Form S-3 effective as of the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable. Should the Commission have any questions regarding this acceleration request, please do not hesitate to contact Marc G. Alcser, an attorney with the Company’s outside legal counsel, Stradling Yocca Carlson & Rauth LLP, via telephone at (949) 725-4136 or via email at malcser@stradlinglaw.com . We respectfully request that you contact Mr. Alcser via telephone as soon as the above referenced Registration Statement has been declared effective. Sincerely, VOLITIONRX LIMITED /s/ Cameron Reynolds Cameron Reynolds President and Chief Executive Officer cc: VolitionRx Limited Terig Hughes, Chief Financial Officer Stradling Yocca Carlson & Rauth LLP Marc G. Alcser, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 13, 2026

Cameron Reynolds
Chief Executive Officer
VolitionRx Limited
1489 West Warm Springs Road, Suite 110
Henderson, NV 89014

 Re: VolitionRx Limited
 Registration Statement on Form S-3
 Filed February 09, 2026
 File No. 333-293314
Dear Cameron Reynolds:

 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 Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Marc G. Alcser, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 10, 2025

Cameron Reynolds
Chief Executive Officer
VolitionRx Limited
1489 West Warm Springs Road, Suite 110
Henderson, NV 89014

 Re: VolitionRx Limited
 Registration Statement on Form S-3
 Filed July 3, 2025
 File No. 333-288508
Dear Cameron Reynolds:

 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 Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Marc G. Alcser, Esq.
</TEXT>
</DOCUMENT>

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 vnrx_s3.htm VOLITIONRX LIMITED 1489 West Warm Springs Road, Suite 110 Henderson, Nevada 89014 July 10, 2025 SUBMITTED VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Joshua Gorsky Re: VolitionRx Limited’s Acceleration Request Registration Statement on Form S-3 Filed July 3, 2025 File No. 333- 288508 Requested Date : July 14, 2025 Requested Time : 5:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, VolitionRx Limited, a Delaware corporation (the “ Company ”), hereby respectfully requests that the Securities and Exchange Commission (the “ Commission ”) takes appropriate action to declare the above-captioned Registration Statement on Form S-3 effective as of the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable. Should the Commission have any questions regarding this acceleration request, please do not hesitate to contact Marc G. Alcser, an attorney with the Company’s outside legal counsel, Stradling Yocca Carlson & Rauth LLP, via telephone at (949) 725-4136 or via email at malcser@stradlinglaw.com . We respectfully request that you contact Mr. Alcser via telephone as soon as the above referenced Registration Statement has been declared effective. Sincerely, VOLITIONRX LIMITED /s/ Cameron Reynolds Cameron Reynolds President and Chief Executive Officer cc: VolitionRx Limited Terig Hughes, Chief Financial Officer Stradling Yocca Carlson & Rauth LLP Marc G. Alcser, Esq.

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 vnrx_corresp.htm VOLITIONRX LIMITED 1489 West Warm Springs Road, Suite 110 Henderson, Nevada 89014 April 16, 2025 SUBMITTED VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Hamill Re: VolitionRx Limited’s Acceleration Request Registration Statement on Form S-3 Filed November 8, 2024 File No. 333-283088 Requested Date : April 18, 2025 Requested Time : 5:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, VolitionRx Limited, a Delaware corporation (the “ Company ”), hereby respectfully requests that the Securities and Exchange Commission (the “ Commission ”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective as of the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable. Should the Commission have any questions regarding this acceleration request, please do not hesitate to contact Marc G. Alcser, an attorney with the Company’s outside legal counsel, Stradling Yocca Carlson & Rauth LLP, via telephone at (949) 725-4136 or via email at malcser@stradlinglaw.com or, in his absence, Amanda McFall, via telephone at (949) 725-4029 or via email at amcfall@stradlinglaw.com . We respectfully request that you contact Mr. Alcser or Ms. McFall via telephone as soon as the above referenced Registration Statement has been declared effective. Sincerely, VOLITIONRX LIMITED /s/ Cameron Reynolds Cameron Reynolds President and Chief Executive Officer cc: VolitionRx Limited Terig Hughes, Chief Financial Officer Stradling Yocca Carlson & Rauth LLP Marc G. Alcser, Esq. Amanda McFall, Esq.

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 vnrx_corresp.htm VOLITIONRX LIMITED 1489 West Warm Springs Road, Suite 110 Henderson, Nevada 89014 April 11, 2025 SUBMITTED VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tyler Howes Re: VolitionRx Limited Acceleration Request Registration Statement on Form S-1 Filed April 4, 2025 File No. 333-286401 Requested Date : April 15, 2025 Requested Time : 5:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, VolitionRx Limited, a Delaware corporation (the “ Company ”), hereby respectfully requests that the Securities and Exchange Commission (the “ Commission ”) take appropriate action to declare the above-captioned Registration Statement on Form S-1 effective as of the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable. Should the Commission have any questions regarding this acceleration request, please do not hesitate to contact Marc G. Alcser, an attorney with the Company’s outside legal counsel, Stradling Yocca Carlson & Rauth LLP, via telephone at (949) 725-4136 or via email at malcser@stradlinglaw.com . We respectfully request that you contact Mr. Alcser via telephone as soon as the above referenced Registration Statement has been declared effective. Sincerely, VOLITIONRX LIMITED /s/ Cameron Reynolds Cameron Reynolds President and Chief Executive Officer cc: VolitionRx Limited Terig Hughes, Chief Financial Officer Stradling Yocca Carlson & Rauth LLP Marc G. Alcser, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2025

Cameron Reynolds
Chief Executive Officer
VolitionRx Limited
1489 West Warm Springs Road, Suite 110
Henderson, NV 89014

 Re: VolitionRx Limited
 Registration Statement on Form S-1
 Filed April 4, 2025
 File No. 333-286401
Dear Cameron Reynolds:

 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 Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Marc G. Alcser, Esq.
</TEXT>
</DOCUMENT>

November 15, 2024
Cameron Reynolds
Chief Executive Officer
VolitionRx Limited
1489 West Warm Springs Road, Suite 110
Henderson, NV 89014
Re:VolitionRx Limited
Registration Statement on Form S-3
Filed November 8, 2024
File No. 333-283088
Dear Cameron Reynolds:
            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 Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Marc Alcser

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vnrx_corresp.htmVOLITIONRX LIMITED

 1489 West Warm Springs Road, Suite 110

 Henderson, Nevada 89014

 June 21, 2024

 SUBMITTED VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Mr. Chris Edwards

   Re:

  VolitionRx Limited Acceleration Request

  Registration Statement on Form S-3

  Filed June 14, 2024

  File No. 333-280217

   Requested Date:

  June 25, 2024

   Requested Time:

  5:00 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), VolitionRx Limited, a Delaware corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable.

 Should the Commission have any questions regarding this acceleration request, please do not hesitate to contact Marc G. Alcser, an attorney with the Company’s outside legal counsel, Stradling Yocca Carlson & Rauth LLP, via telephone at (949) 725-4136 or via email at malcser@stradlinglaw.com. We respectfully request that you contact Mr. Alcser via telephone as soon as the above referenced Registration Statement has been declared effective.

           Sincerely,

 VOLITIONRX LIMITED

       /s/ Cameron Reynolds

   Cameron Reynolds

         President and Chief Executive Officer

 cc:

 VolitionRx Limited

 Terig Hughes, Chief Financial Officer

 Stradling Yocca Carlson & Rauth LLP

 Marc G. Alcser, Esq.

United States securities and exchange commission logo
June 20, 2024
Cameron Reynolds
President, Chief Executive Officer and Director
VolitionRx Limited
1489 West Warm Springs Road, Suite 110
Henderson, Nevada 89014
Re:VolitionRx Limited
Registration Statement on Form S-3
Filed June 14, 2024
File No. 333-280217
Dear Cameron Reynolds:
            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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Marc G. Alcser, Esq.

United States securities and exchange commission logo
January 3, 2024
Terig Hughes
Chief Financial Officer
VolitionRx Limited
1489 West Warm Springs Road, Suite 110
Henderson, NV 89014
Re:VolitionRx Limited
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-36833
Dear Terig Hughes:
            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 disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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vnrx_corresp.htm

 VolitionRx Limited

 December 20, 2023

 Via EDGAR Submission

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E., Stop 4631

 Washington, D.C. 20549

      Attention:

   Ms. Tara Harkins

   Mr. Kevin Kuhar

   Re:

   VolitionRx Limited

   Form 10-K for Fiscal Year Ended December 31, 2022

 File No. 001-36833

 Dear Ms. Harkins and Mr. Kuhar:

 This letter is being respectfully submitted by VolitionRx Limited, a Delaware corporation (the “Company”), in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission Division of Corporation Finance on the Company’s above-referenced Annual Report on Form 10-K for the fiscal year ended December 31, 2022, contained in the Staff letter dated December 15, 2023 (the “Letter”). The Company’s responses are preceded by a reproduction of the Staff’s comments as set forth in the Letter.

 Form 10-K for Fiscal Year Ended December 31, 2022

 Item 9A. Controls and Procedures

 Management’s Report on Internal Control Over Financial Reporting, page 76

      1.

   We note that you identified material weaknesses in your internal control over financial reporting as of December 31, 2022. Please revise future filings to clearly describe each specific material weakness identified and definitively state management’s conclusion of the effectiveness of your internal control over financial reporting. Refer to Item 308(a)(3) of Regulation S-K.

 Company Response:

 In response to the Staff’s comment, the Company respectfully submits that it will clearly describe in future filings, beginning with the Annual Report on Form 10-K for the year ending December 31, 2023, each specific material weakness to the Company’s internal control over financial reporting, if any, and definitively state management’s conclusion of the effectiveness of the Company’s internal control over financial reporting at the end of the period in accordance with the guidance in Item 308(a)(3) of Regulation S-K.

 * * * * *

  1

 In responding to the Staff’s comments in the Letter, the Company acknowledges that it and its management is responsible for the adequacy and accuracy of the disclosures in its filings notwithstanding any review, comments, action, or absence of action by the Staff.

 If you have any questions or if we can provide any additional information, please contact Marc Alcser, Esq., of Stradling Yocca Carlson & Rauth, P.C., our outside legal counsel, via telephone at (949) 725-4136 or via electronic mail at malcser@stradlinglaw.com.

    Sincerely,

   /s/ Terig Hughes

   Terig Hughes

 Chief Financial Officer

 VolitionRx Limited

      cc:

   Cameron Reynolds

   Chief Executive Officer

 VolitionRx Limited

   Nick Plummer

 General Counsel

 VolitionRx Limited

   Marc Alcser, Esq.

 Stradling Yocca Carlson Rauth, P.C.

  2

United States securities and exchange commission logo
December 15, 2023
Terig Hughes
Chief Financial Officer
VolitionRx Limited
1489 West Warm Springs Road, Suite 110
Henderson, NV 89014
Re:VolitionRx Limited
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-36833
Dear Terig Hughes:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Item 9A. Controls and Procedures
Management's Report on Internal Control Over Financial Reporting, page 76
1.We note that you identified material weaknesses in your internal control over financial
reporting as of December 31, 2022. Please revise future filings to clearly describe each
specific material weakness identified and definitively state managements conclusion of
the effectiveness of your internal control over financial reporting. Refer to Item 308(a)(3)
of Regulation S-K.
            In closing, 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.

 FirstName LastNameTerig  Hughes
 Comapany NameVolitionRx Limited
 December 15, 2023 Page 2
 FirstName LastName
Terig  Hughes
VolitionRx Limited
December 15, 2023
Page 2
            Please contact Tara Harkins at 202-551-3639 or Kevin Kuhar at 202-551-3662 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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vnrx_corresp.htm

 VOLITIONRX LIMITED

 13215 Bee Cave Parkway

 Suite 125, Galleria Oaks B

 Austin, Texas  78738

 November 4, 2021

 SUBMITTED VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.  20549

 Attention:  Mr. Alan Campbell

   Re:

   VolitionRx Limited Acceleration Request

   Registration Statement on Form S-3

   File No. 333-259783

    Requested Date:  November 8, 2021

    Requested Time:  5:00 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), VolitionRx Limited, a Delaware corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable.

 Should the Commission have any questions regarding this acceleration request, please do not hesitate to contact Marc G. Alcser, an attorney with the Company’s outside legal counsel, Stradling Yocca Carlson & Rauth, P.C., via telephone at (949) 725-4136 or via email at malcser@stradlinglaw.com.

   Sincerely,

   VOLITIONRX LIMITED

      /s/ Cameron Reynolds

  Cameron Reynolds

        President and Chief Executive Officer

 cc:

 Stradling Yocca Carlson & Rauth, P.C.

 Marc G. Alcser, Esq.

United States securities and exchange commission logo
September 30, 2021
Cameron Reynolds
President, Chief Executive Officer and Director
VolitionRX Limited
13215 Bee Cave Parkway
Suite 125, Galleria Oaks B
Austin, Texas 78738
Re:VolitionRX Limited
Registration Statement on Form S-3
Filed September 24, 2021
File No. 333-259783
Dear Mr. Reynolds:
            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 Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Marc G. Alcser, Esq.

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Acceleration Request Letter

VOLITIONRX LIMITED

13215 Bee Cave Parkway

Suite 125, Galleria Oaks B

Austin, Texas 78738

February 13, 2020

SUBMITTED VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  William Mastrianna

Re:VolitionRx Limited Acceleration Request

Registration Statement on Form S-3

File No. 333-236335

Requested Date:February 18, 2020

Requested Time:5:00 P.M. Eastern Time

Dear Mr. Mastrianna:

Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), VolitionRx Limited, a Delaware corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable.

Should the Commission have any questions regarding this acceleration request, please do not hesitate to contact Marc G. Alcser, an attorney with the Company’s outside legal counsel, Stradling Yocca Carlson & Rauth, P.C., via telephone at (949) 725-4136 or via email at malcser@sycr.com.

Sincerely,

VOLITIONRX LIMITED

/s/ Cameron Reynolds

Cameron Reynolds

President and Chief Executive Officer

cc:

Stradling Yocca Carlson & Rauth, P.C.

Marc G. Alcser, Esq.

February 13, 2020
Cameron Reynolds
Chief Executive Officer
VolitionRx Ltd.
13215 Bee Cave Parkway
Suite 125, Galleria Oaks B
Austin, TX 78738
Re:VolitionRx Ltd.
Registration Statement on Form S-3
Filed February 7, 2020
File No. 333-236335
Dear Mr. Reynolds:
            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 William Mastrianna, Attorney-Adviser, at (202) 551-3778 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Marc Alcser

CORRESP
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Acceleration Request Letter

VOLITIONRX LIMITED

13215 Bee Cave Parkway

Suite 125, Galleria Oaks B

Austin, Texas 78738

February 13, 2020

SUBMITTED VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  William Mastrianna

Re:VolitionRx Limited Acceleration Request

Registration Statement on Form S-3

File No. 333-236335

Requested Date:February 14, 2020

Requested Time:5:00 P.M. Eastern Time

Dear Mr. Mastrianna:

Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), VolitionRx Limited, a Delaware corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable.

Should the Commission have any questions regarding this acceleration request, please do not hesitate to contact Marc G. Alcser, an attorney with the Company’s outside legal counsel, Stradling Yocca Carlson & Rauth, P.C., via telephone at (949) 725-4136 or via email at malcser@sycr.com.

Sincerely,

VOLITIONRX LIMITED

/s/ Cameron Reynolds

Cameron Reynolds

President and Chief Executive Officer

cc:

Stradling Yocca Carlson & Rauth, P.C.

Marc G. Alcser, Esq.

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Acceleration Request

VOLITIONRX LIMITED

1 Scotts Road

#24-05 Shaw Centre

Singapore 228208

October 11, 2018

SUBMITTED VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Dorrie Yale

Re:VolitionRx Limited Acceleration Request

Registration Statement on Form S-3

File No. 333-227731

Requested Date:October 15, 2018

Requested Time:5:00 P.M. Eastern Time

Dear Ms. Yale:

Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), VolitionRx Limited, a Delaware corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable.

Should the Commission have any questions regarding this acceleration request, please do not hesitate to contact Marc G. Alcser, an attorney with the Company’s outside legal counsel, Stradling Yocca Carlson & Rauth, P.C., via telephone at (949) 725-4136 or via email at malcser@sycr.com.

Sincerely,

VOLITIONRX LIMITED

/s/ Cameron Reynolds

Cameron Reynolds

President and Chief Executive Officer

cc:

Stradling Yocca Carlson & Rauth, P.C.

Marc G. Alcser, Esq.

October 12, 2018
Cameron Reynolds
President and Chief Executive Officer
VolitionRx Limited
1 Scotts Road
#24-05 Shaw Centre
Singapore 228208
Re:VolitionRx Limited
Registration Statement on Form S-3
Filed October 5, 2018
File No. 333-227731
Dear Mr. Reynolds:
            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 Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Marc G. Alcser, Esq.

CORRESP
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Acceleration Request

VOLITIONRX LIMITED

1 Scotts Road

#24-05 Shaw Centre

Singapore 228208

September 26, 2018

SUBMITTED VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Dorrie Yale

Re:VolitionRx Limited Acceleration Request

Registration Statement on Form S-3

File No. 333-227248

Requested Date:September 28, 2018

Requested Time:5:00 P.M. Eastern Time

Dear Ms. Yale:

Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), VolitionRx Limited, a Delaware corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above, or as soon thereafter as practicable.

Should the Commission have any questions regarding this acceleration request, please do not hesitate to contact Marc G. Alcser, an attorney with the Company’s outside legal counsel, Stradling Yocca Carlson & Rauth, P.C., via telephone at (949) 725-4136 or via email at malcser@sycr.com.

Sincerely,

VOLITIONRX LIMITED

/s/ Cameron Reynolds

Cameron Reynolds

President and Chief Executive Officer

cc:

Stradling Yocca Carlson & Rauth, P.C.

Marc G. Alcser, Esq.

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SEC Response Letter

 STRADLING YOCCA CARLSON & RAUTH, P.C.

660 NEWPORT CENTER DRIVE, SUITE 1600

NEWPORT BEACH, CA 92660-6422

SYCR.COM

 CALIFORNIA

NEWPORT BEACH

SACRAMENTO

SAN DIEGO

SAN FRANCISCO

SANTA BARBARA

SANTA MONICA

COLORADO

DENVER

NEVADA

RENO

WASHINGTON

SEATTLE

September 26, 2018

SUBMITTED VIA EDGAR

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Attention:Dorrie Yale

Erin Jaskot

Re:VolitionRx Limited
Registration Statement on Form S-3
Filed September 10, 2018
File No. 333-227248
Responses to Staff comments made by letter dated September 17, 2018

Dear Ms. Yale:

Set forth below is the response of VolitionRx Limited, a Delaware corporation (the “Company”), to the comment made by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 17, 2018 (the “Comment Letter”), in connection with the Company’s Registration Statement on Form S-3 (File No. 333-227248), which the Company filed on September 10, 2018 (the “Original Registration Statement”).  Concurrent with the submission of this response letter, the Company is filing Amendment No. 1 to the Original Registration Statement (as so amended, the “Registration Statement”). The Registration Statement has been revised in response to Staff comment made in the Comment Letter and to update certain other information including dates and more recent data regarding shares outstanding, share prices, public float and dilution calculations.

The Company’s response is preceded by a reproduction of the Staff comment as set forth in the Comment Letter and contains a reference to the page numbers where the responsive information may be found in the Registration Statement.

Incorporation Of Certain Information by Reference, page 14

1.Please revise the section to incorporate by reference the Form 8-K you filed on March 12, 2018.

Company Response: In response to the Staff’s comment, the Company has revised the third bullet point of the third paragraph of the section entitled “Incorporation of Certain Information by Reference” on page 14 to incorporate by reference the Form 8-K filed on March 12, 2018, plus applicable filings made after the date of filing of the Registration Statement and prior to effectiveness of the Registration Statement.  Likewise, the Company has revised the third bullet point of the third paragraph of the section entitled “Incorporation of Certain Information by Reference” on page S-20 to include applicable filings made after the date of filing of the Registration Statement and prior to effectiveness of the Registration Statement.

Securities and Exchange Commission

VolitionRx Limited

Registration Statement on Form S-3

September 26, 2018

Page 2

Should the Staff have additional questions or comments regarding any of the foregoing, please do not hesitate to contact the undersigned via telephone at (949) 725-4136 or via email at malcser@sycr.com.

Sincerely,

STRADLING YOCCA CARLSON & RAUTH, P.C.

/s/  Marc G. Alcser

Marc G. Alcser

cc:

VolitionRx Limited
Cameron Reynolds, President and Chief Executive Officer

September 17, 2018
Cameron Reynolds
President and Chief Executive Officer
VolitionRx Limited
1 Scotts Road
#24-05 Shaw Centre
Singapore 228208
Re:VolitionRx Limited
Registration Statement on Form S-3
Filed September 10, 2018
File No. 333-227248
Dear Mr. Reynolds:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  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 by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Registration Statement on Form S-3
Incorporation of Certain Information by Reference, page 14
1.Please revise this section to incorporate by reference the Form 8-K you filed on March 12,
2018.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate

 FirstName LastNameCameron Reynolds
 Comapany NameVolitionRx Limited
 September 17, 2018 Page 2
 FirstName LastName
Cameron Reynolds
VolitionRx Limited
September 17, 2018
Page 2
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Dorrie Yale at 202-551-8776 or Erin Jaskot at 202-551-3442 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Marc G. Alcser

CORRESP
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Acceleration Request

VolitionRx Limited

1 Scotts Road

#24-05 Shaw Centre

Singapore 228208

September 16, 2015

SUBMITTED VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Suzanne Hayes

Re:

VolitionRx Limited.

Registration Statement on Form S-3 (File No. 333- 206781)

Acceleration Request

Requested Date:

September 18, 2015

Requested Time:

5:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), VolitionRx Limited, a Delaware corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Securities Act.

The Company hereby acknowledges 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 filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should the Commission have any questions regarding this acceleration request, please do not hesitate to contact Marc G. Alcser, an attorney with the Company’s outside legal counsel, Stradling Yocca Carlson & Rauth, P.C., via telephone at (949) 725-4136 or via email at malcser@sycr.com.

Sincerely,

VOLITIONRX LIMITED

/s/ Rodney Rootsaert

Rodney Rootsaert

Secretary

cc:

VolitionRx Limited

Cameron Reynolds, Chief Executive Officer

Stradling Yocca Carlson & Rauth, P.C.

Marc G. Alcser, Esq.

Roy Fox, Esq.

Mail Stop 4720

September 14 , 2015

Via E -mail
Cameron Reynolds
Chief Executive Officer
VolitionRx Limited
1 Scotts Road
#24-05 Shaw Centre
Singapore 228208

Re: VolitionRx Limited
  Registration Statement on Form S-3
Filed  September 4 , 2015
  File No.  333-206781

Dear Mr. Reynolds :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 Act of 193 3 and
all applicable Securities  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 the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging 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 filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Cameron Reynolds
VolitionRx Limited
September 14 , 2015
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

 Please  contact Johnny Gharib  at (202) 551-3170 or me at (202) 551 -3675  with any
questions.

Sincerely,

 /s/ Bryan J. Pitko for

Suzanne Hayes
Assistant Director

cc: Via E -mail
 Marc G. Alcser, Esq.
 Stradling Yocca Carlson & Rauth, P.C.

CORRESP
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Acceleration Request

June 24, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Christina De Rosa

Re:

VolitionRX Limited

Post-Effective Amendment No. 1 to Form S-1 on Form S-3

Filed June 12, 2015

File No. 333-195213

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, VolitionRX Limited (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate of the effective date of the above-mentioned post-effective amendment on Form S-3, so that it may become effective at 4:30 p.m. Eastern Time on June 26, 2015, or as soon thereafter as practicable.

The Registrant hereby acknowledges 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 filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your assistance and cooperation with this matter.

 Very truly yours,

VolitionRX Limited

 By:

 /s/ Cameron Reynolds

 Cameron Reynolds

President and Principal Executive Officer

June 22, 2015

Via E -mail
Cameron Reynolds
President, Principal Executive Officer and Director
VolitionRx Limited
1 Scotts Road
#24-05 Shaw Centre
Singapore 228208

Re: VolitionRx  Limited
  Post-Effective Amendment No. 1 to Form S -1 on Form S-3
Filed  June 12, 2015
  File No.  333-195213

Dear Mr. Reynolds :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 Act of 193 3 and
all applicable Securities  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 the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging 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 wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Cameron  Reynolds
VolitionRx Limited
June 22, 2015
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Christina De Rosa at (202) 551 -3577 or me  at (202) 551 -3715  with any
questions.

Sincerely,

 /s/ Daniel  Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
            Marc G. Alcser, Esq.
            Stradling Yocca Carlson & Rauth, P.C.
            660 Newport Center Drive, Suite 1600
            Newport Beach, California 92660

July 5, 2012

Via Email
Cameron Reynolds
President and Chief Executive Officer
VolitionRX Limited
150 Orchard Road
Orchard Plaza 08 -02
Singapore 238841

Re: VolitionRX Limited
 Form 8-K
Filed October 13, 2011
File No. 000 -30402
  Form 10 -K for Fiscal Year Ended
  August 31, 2010
  Filed November 4, 2010
  Form 10 -K for Fiscal Year Ended
  August 31, 2011
  Filed November 29, 2011
  Form 10 -KT for Fiscal Year Ended
  December 31, 2011
  Filed April 16, 2012

Dear Mr. Reynolds :

We have completed our review of your filings.  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 filings 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 filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ James Lopez (for)

John Reynolds
Assistant Director

CORRESP
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SEC Correspondence

 June 29, 2012

 Jay Williamson

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, DC 20549

 Re:

 VolitionRX Limited

 Amendment to Form 8-K

 Filed June 11, 2012

 File No. 000-30402

 Dear Mr. Williamson:

 VolitionRX Limited, a Delaware corporation (the “Company”) hereby acknowledges that on June 22, 2012, the Company received a verbal comment from the Securities & Exchange Commission (the “Commission”), pertaining to the Company’s Correspondence filed with the Commission on June 11, 2012, in connection with the Company’s Form 8-K/A, also filed with the Commission on June 11, 2012, and the Company’s future Form 10-Q for the quarter ended June 30, 2012 (the “Filing”).

 FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2012

 Our future Filing on Form 10-Q for the quarter ended June 30, 2012 will include the following language under Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds”:

 “On or about May 25, 2012, the Company issued an aggregate of 688,101 restricted shares of the Company’s common stock to four (4) U.S. Accredited Investors and twenty nine (29) Non-U.S. Investors, pursuant to the closing of a private placement. Under the private placement, the Company sold an aggregate of 582,510 common shares at a per share price of $1.75 for aggregate proceeds to the Company of $1,019,375.  Additionally, each subscriber received a four-year  common stock purchase warrant to purchase one share at a price of $2.60 for every two shares subscribed for under the private placement. The warrants are to expire on May 10, 2016. In addition, as part of the same placement, directors, employees and consultants have converted $184,777 debt due for services on the same terms as the cash subscriptions above, for 105,591 common shares at a price of $1.75 per share, and 52,798 warrants exercisable at a price of $2.60 per share and expiring May 10, 2016.

 The shares issued to the four (4) U.S. Accredited Investors were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), as more specifically set forth below, on the basis that the securities were offered and sold in a non-public offering to a “sophisticated investor” who had access to registration-type information about the Company.

 The shares issued to the twenty nine (29) Non-U.S. Investors were issued pursuant to Rule 903 of Regulation S, as more specifically set forth below, on the basis that the investor was not a “U.S. person” as defined in Regulation S, was not acquiring the shares for the account or benefit of a U.S. person, and the sale of the shares was completed in an "offshore transaction”.

 150 Orchard Road

 Orchard Plaza 08-02

 Singapore 238841

 Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon one of the following exemptions:

 (a) The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, ("Securities Act"), based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an "Investor") confirmed to the Company that it or he is an "accredited investor," as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were "restricted securities" for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

 (b) The shares of Common Stock referenced herein were issued pursuant to and in accordance with Rule 903 of Regulation S of the Act. We completed the offering of the shares pursuant to Rule 903 of Regulation S of the Act on the basis that the sale of the shares was completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the shares. Each investor represented to us that the investor was not a "U.S. person", as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person. The agreement executed between us and each investor included statements that the securities had not been registered pursuant to the Act and that the securities may not be offered or sold in the United States unless the securities are registered under the Act or pursuant to an exemption from the Act. Each investor agreed by execution of the agreement for the shares: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; (ii) that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Act. All certificates representing the shares were or upon issuance will be endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Act and could not be resold without registration under the Act or an applicable exemption from the registration requirements of the Act.”

 In connection with the Company’s responding to the verbal comment received June 22, 2012, the Company acknowledges 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 United States.

  A copy of this letter and any related documents have also been filed via the EDGAR system. Thank you for your courtesies.

 Very truly yours,

 VolitionRX Limited

 /s/ Cameron Reynolds

 By: Cameron Reynolds

 Title:  President, Chief Executive Officer and Director

 150 Orchard Road

 Orchard Plaza 08-02

 Singapore 238841

CORRESP
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SEC Response

June 11, 2012

Jay Williamson

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

Re:

VolitionRX Limited

Amendment to Form 8-K

Filed May 8, 2012

File No. 000-30402

Dear Mr. Williamson:

VolitionRX Limited, a Delaware corporation (the “Company”), has received and reviewed your letter of May 25, 2012, pertaining to the Company’s Form 8-K/A (the “Form 8-K/A”) filed May 8, 2012 with the Securities & Exchange Commission (the “Commission”).

Specific to your comments, our responses below are in addition to those filed via the Edgar system:

FORM 8-K/A

The following numbered responses correspond to those numbered comments as set forth in the comment letter dated May 25, 2012.

Form 8-K/A, filed May 8, 2012

Executive Compensation, page 50

1.

We note your response to prior comment two from our letter dated April 24, 2012.  However, in reviewing your document, we continue to note arrangements that suggest indirect compensation may be paid or payable to your named executive officers.  For example we note the obligation on page 25 to pay consultancy fees to PB Commodities for Mr. Reynolds’ services. In addition, we note that Mr. Reynolds founded Mining House, that Mining House does not provide services to companies other than Singapore Volition and that Mr. Roosevert performs services on behalf of mining house.  Please note that Item 402 of Regulation S-K covers transactions with third parties where the purpose of the transaction is to furnish compensation to the named executive officer, directly or indirectly.  Please revise your disclosure accordingly.  Similarly revise the Form 10-K.

RESPONSE:  We have revised the Form 8-K/A and Form 10-KT/A to disclose the requested information.

Management’s Discussion and Analysis, page 36

2.

We note the disclosure on page 36 that you have received subscriptions totaling $644,250 during 2012 for the private sale of your securities.  Please reconcile with your response to Item 2 of Form 10-Q for the period ended March 31, 2012.  In this respect it is unclear where the information responsive to Item 701 of Regulation S-K was previously disclosed for these transactions.  Please advise or revise.

150 Orchard Road

Orchard Plaza 08-02

Singapore 238841

RESPONSE:   Effective May 11, 2012, the Company closed a private placement pursuant to which the Company received a total $1,019,375 subscriptions for 582,510 common shares at a price of $1.75 per share.  In addition to the shares, each subscriber is also entitled to one common share purchase warrant to purchase one half common share at a price per warrant share of $2.60.  In addition, as part of the same placement, directors, employees and consultants of the Company converted $184,777 debt due for services, on the same terms as the cash subscriptions, for 105,591 common shares at a price of $1.75 per share and warrants exercisable at a price of $2.60 per warrant share.

The disclosure we previously made in our Form 8-K/A regarding the subscriptions totaling $644,250 was a part of the aforementioned private placement, however, the private placement had not closed at the time we filed the Form 8-K/A.  We have revised the Form 8-K/A to update the amounts received from the private placement upon its closing.  Additionally, we have revised Item 2 of the Form 10-Q to disclose the issuance of unregistered shares of common stock of the Company subsequent to the quarter, pursuant to the closing of the private placement.

For our future Form 10-Q for the quarter ended June 30, 2012, we will include the following language under Item 2:

“On or about May 25, 2012, the Company issued 582,510 restricted shares of the Company’s common stock pursuant to the closing of a private placement.  Under the placement, the Company received a total of $1,019,375 in subscriptions before expenses for 582,510 common shares at a price of $1.75 per share. In addition to the shares, each subscriber is also entitled to one warrant to purchase one common share at a price of $2.60 for every two shares subscribed for. The warrants are to expire on May 10, 2016. In addition, as part of the same placement, directors, employees and consultants have converted $184,777 debt due for services on the same terms as the cash subscriptions above, for 105,591 common shares at a price of $1.75 per share, and 52,798 warrants exercisable at a price of $2.60 per share and expiring May 10, 2016.   The 105,591 shares were issued on or about May 25, 2012.”

In connection with the Company’s responding to the comments set forth in the May 25, 2012 letter, the Company acknowledges 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 United States.

A copy of this letter and any related documents have also been filed via the EDGAR system. Thank you for your courtesies.

Very truly yours,

VolitionRX Limited

/s/ Cameron Reynolds

By: Cameron Reynolds

Title: President, Chief Executive Officer and Director

150 Orchard Road

Orchard Plaza 08-02

Singapore 238841

May 25, 2012
 Via Email

Cameron Reynolds President and Chief Executive Officer VolitionRX Limited 150 Orchard Road Orchard Plaza 08-02 Singapore 238841
Re: VolitionRX Limited
 Amendment to Form 8-K
Filed May 8, 2012 File No. 000-30402

Dear Mr. Reynolds:
 We have reviewed your filing 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 8-K/A, filed May 8, 2012

Executive Compensation, page 50
 1. We note your response to prior comment tw o from our letter dated April 24, 2012.
However, in reviewing your document, we c ontinue to note arrang ements that suggest
indirect compensation may be paid or paya ble to your named executive officers.  For
example we note the obligation on page 25 to  pay consultancy fees to PB Commodities
for Mr. Reynolds’ services.  In addition, we note that Mr. Reynolds founded Mining
House, that Mining House does not provide services to comp anies other than Singapore
Volition and that Mr. Roosevert performs services on behalf of mining house.  Please note that Item 402 of Regulation S-K covers transactions with third parties where the
purpose of the transaction is to furnish compensation to the named executive officer,

Cameron Reynolds VolitionRX Limited May 25, 2012 Page 2

 directly or indirectly.  Pleas e revise your disclosure accordingly.  Similarly revise the
Form 10-K.
 Management’s Discussion and Analysis, page 36

 2. We note the disclosure on page 36 that you have received subscr iptions totaling $644,250
during 2012 for the private sale of your securiti es.  Please reconcile with your response to
Item 2 of Form 10-Q for the period ended Ma rch 31, 2012.  In this respect it is unclear
where the information responsive to Item  701 of Regulation S-K was previously
disclosed for these transactions .  Please advise or revise.

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.
You may contact Brian McAllister at (202)  551-3341 or Melissa Rocha at (202) 551-
3854 if you have questions regarding comments on th e financial statements and related matters.
Please contact Jay Williamson at (202) 551-3393  or Pam Howell at (202) 551-3357 with any
other questions.

Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director

CORRESP
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SEC Response

 May 8, 2012

 Jay Williamson

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, DC 20549

 Re:

 VolitionRX Limited

 Amendment to Form 8-K

 Filed April 5, 2012

 File No. 000-30402

 Dear Mr. Williamson:

 VolitionRX Limited, a Delaware corporation (the “Company”), has received and reviewed your letter of April 24, 2012, pertaining to the Company’s Form 8-K/A (the “Form 8-K/A”) filed April 5, 2012 with the Securities & Exchange Commission (the “Commission”).

 Specific to your comments, our responses below are in addition to those filed via the Edgar system:

 FORM S-1

 The following numbered responses correspond to those numbered comments as set forth in the comment letter dated April 24, 2012.

 Form 8-K/A, filed April 5, 2012

 Security Ownership of Certain Beneficial Owners and Management, page 41

 1.

 Please review your table to ensure it is consistent and accurate. We note, for example, the 1.5 million shares held as a group by your officers and directors is reported as representing 41.2% of your shares while the 2 million shares held by Concord International represents 23%. Please advise or revise.

 RESPONSE:  The 1.5 million shares reported in the Security Ownership of Certain Beneficial Owners and Management table was a typographical error.  We have revised this figure to reflect the correct number of shares held as a group by our officers and directors.  Further, we have reviewed and revised the entire table for the Form 8-K/A and Form 10-KT to ensure it is consistent and accurate.

 Executive Compensation, page 51

 2.

 We note your response to comment seven from our letter dated March 15, 2012 and reissue. Please include the compensation received by Messrs. Faulkes and/or Reynolds from the Service Agreement in your Summary Compensation table and related discussions or advise. Clarify whether Messrs. Faulkes and/or Reynolds are involved with Research and/or The Dill Faulkes Educational Trust in any capacity other than director or receive any compensation, direct or indirect, through Research and/or The Dill Faulkes Educational Trust. In addition, please clarify whether Messrs. Faulkes and/or Reynolds have any ownership, control or other material relationship with Research and/or The Dill Faulkes Educational Trust, direct or indirect. Clarify whether Research and/or The Dill Faulkes Educational Trust provides any services to companies other than Volition, and its affiliates. Please provide clear disclosure as to why you believe the payments pursuant to the Service Agreement are not compensation. Similarly, provide an analysis as to why you believe the payments to Mining House would not be considered compensation to Messrs. Reynolds, and Rootsaert.

 150 Orchard Road

 Orchard Plaza 08-02

 Singapore 238841

 RESPONSE: We have not made any revisions to the Summary Compensation table in regards to the agreements with Research or Mining House, as Messrs. Faulkes, Reynolds, and Rootsaert do not receive any compensation, directly or indirectly, pursuant to these agreements.  Neither Research nor Mining House operate for profit or pay any salary or other compensation to anyone, directly or indirectly, to perform services for Singapore Volition.

 We have revised the Form 8-K/A and Form 10-KT on Pages 61 and 52, respectively, to include the following language in regards to the agreement with Research:

 “On August 10, 2011, Singapore Volition entered into a service agreement (the “Service Agreement”) with Volition Research Limited (“Research”), a 100% subsidiary of The Dill Faulkes Educational Trust (“DFET”). DFET is a company limited by guarantee (with no share capital or shareholders) and a registered UK charity (Charity No. 1070864) established to give back to the community.  Since its inception in 1998, DFET has donated approximately $25 million USD (£15.9 million GBP) to initiate and support a number of major charitable projects, bursaries and scholarships approved by the DFET Trustees, including The Faulkes Telescope Project, Church Bell Projects and various educational programs.  Neither Research nor DFET provide any services to companies other than Singapore Volition, its subsidiaries and affiliates.  Dr. Martin Faulkes (current Director of VolitionRx Limited) is the benefactor of DFET and currently serves as director and chairman of DFET and as a director of Research.  Mr. Cameron Reynolds (current President, CEO and a Director of VolitionRX Limited) currently serves as director of Research but is not now, and never has been, involved with DFET in any other capacity.  Messrs. Faulkes and Reynolds do not have any ownership, control or other material relationship, directly or indirectly, with Research or DFET.  Further, neither Dr. Faulkes nor Mr. Reynolds receives any compensation, directly or indirectly, from Research or DFET pursuant to the Service Agreement, in exchange for their directorships to Research or DFET, or otherwise. The Service Agreement provides for Research to perform services for Singapore Volition for a period of five years for $21,000 USD per year for an aggregate of $105,000 USD.  Such services require Research to liaison with various medical institutions to promote and raise the profile of Singapore Volition through charitable donations, build and develop long-term relationships between UK and International cancer charities and Singapore Volition, and lobby government, health organization and other policy makers on behalf of Singapore Volition and promote the socially responsible ethos of Singapore Volition to ensure Singapore Volition focuses on its corporate social responsibilities to the community.  Research does not operate for profit and does not pay any salary or other compensation to anyone, directly or indirectly, to perform the services.   Dr. Martin Faulkes performs the services on behalf of Research, however as stated above, he does not receive any compensation in exchange.  During the fiscal years ended December 31, 2010 and December 31, 2011, Singapore Volition paid Research a total of $0 USD and $8,750 USD, respectively, for its services.”

 We have revised the Form 8-K/A and Form 10-KT on Pages 62 and 53, respectively, to include the following language in regards to the agreement with Mining House:

 “Mining House Limited (“Mining House”) provides consultancy and office support services to Singapore Volition for £1,450 GBP ($2,300 USD) per month commencing on November 1, 2010; Singapore Volition is required to pay for all reasonable expenses incurred by Mining House in providing these services.  Cameron Reynolds (current President, CEO and a Director of VolitionRx Limited), Rodney Rootsaert (current Secretary of VolitionRx Limited) and Laith Reynolds (former Director of Singapore Volition) serve as Directors of Mining House (Mr. Cameron Reynolds resigned September 30, 2011) but do not receive any compensation in exchange for their directorships. Further, Cameron Reynolds, Rodney Rootsaert and Laith Reynolds do not receive any compensation whatsoever, directly or indirectly, from Mining House.  Mining House does not currently provide any services to companies other than Singapore Volition, its subsidiaries and affiliates, but between 2006 and 2010 provided office support services to seven other companies.  Mining House does not operate for profit and does not pay any salary or other compensation to anyone, directly or indirectly, to perform the services.  Rodney Rootsaert performs the services on behalf of Mining House, however as stated above, he does not receive any compensation in exchange.  For the fiscal years ended December 31, 2010 and December 31, 2011, Singapore Volition paid approximately $9,950 USD (£6,300 GBP) and $40,250 USD (£25,000 GBP), respectively, to Mining House.  The amounts paid by Singapore Volition to Mining House per month are used to cover Mining House’s overhead costs and the hard costs and expenses incurred by Mining House in performing the consultancy and office support services including the costs of European mobile phone usage, office equipment, printing and reproduction costs, and associated office costs and expenses.  If the £1,450 GBP ($2,300 USD) received each month from Singapore Volition exceeds the costs and expenses incurred by Mining House, the excess funds are held by Mining House and applied to the following month’s costs and expenses.  If the costs and expenses incurred in a given month exceed the monthly fees paid by Singapore Volition, Singapore Volition shall pay the additional amount owing.  There is no written agreement by and between Mining House and Singapore Volition setting forth the terms of this arrangement.”

 2

 Certain Relationships and Related Party Transactions, page 58

 3.

 We reissue comment nine of our letter dated March 15, 2012. Please provide the disclosure for the time periods required by Instruction 2 to Item 404(d) of Regulation S-K. This would include disclosing the payments made in the fiscal year preceding the company’s last fiscal year, in addition to the last fiscal year. Lastly, please disclose the amount in the last transaction in this section in US dollars.

 RESPONSE:  We have revised the Form 8-K/A and Form 10-KT as requested to provide the disclosure for the years ended December 31, 2010 and 2011.  Further, we have revised the last transaction in this section to disclose the amount of the transaction in US dollars.

 Exhibits

 4.

 We reissue comment 10 of our letter dated March 15, 2012. Please file exhibit 10.08 in its entirety. We note that the exhibit refers to the disclosure letter and disclosure bundle. These supplemental materials are specifically referenced in the exhibit and are material to understanding the document. For instance, we note that the warranties are qualified by the facts and circumstances in the disclosure letter. Similarly, liability issues, intellectual property, contracts, property, etc. relate to disclosures in the disclosure letter and attached disclosure bundle.

 RESPONSE:  Exhibit 10.08 refers to that certain Share Purchase Agreement (the “Purchase Agreement”) entered into by and between Singapore Volition and ValiRX PLC dated September 22, 2010 and subsequently amended on June 9, 2011 (the “Supplemental Agreement”).  The Purchase Agreement sets forth a plan of acquisition pursuant to which Singapore Volition shall acquire ValiBio SA through the purchase of 99.9% of the outstanding shares of ValiBio SA from ValiRX PLC.  As a result of the Purchase Agreement, ValiBio SA (now Belgian Volition) became a subsidiary of Singapore Volition.

 As the Purchase Agreement is a plan of acquisition for the acquisition of ValiBio SA by Singapore Volition, we have revised the references to the Purchase Agreement and Supplemental Agreement from Material Contracts under subsection 10 of Item 601(b) of Regulation S-K to Plans of Acquisition under subsection 2 of Item 601(b).  Accordingly, the Purchase Agreement and Supplemental Agreement are now referenced in the Form 8-K/A and Form 10-KT as Exhibits 2.01 and Exhibit 2.02, respectively.  Further, according to Item 601(b)(2), schedules or attachments to a Plan of Acquisition shall not be filed with the plan, however, the plan shall contain a list briefly identifying the contents of all omitted schedules or attachments.  Therefore, we have collectively filed the Purchase Agreement and list identifying the contents of all omitted schedules or attachments (including the Disclosure Letter and Disclosure Bundle), as Exhibit 2.01 to the Form 8-K/A.  Upon request, the Company will furnish a copy of any omitted schedules or attachments to the Commission.

 Form 10-K for Fiscal Year Ended December 31, 2011

 5.

 Please amend your Form 10-K to comply with the comments issued above on the Form 8-K, as applicable.

 RESPONSE:  We have amended the Form 10-KT to comply with the comments issued on the Form 8-K/A, as applicable.

 Forward Looking Statements, page 4

 6.

 We note on your statement that the Form 10-K includes forward-looking statements “within the meaning of” the Private Securities Litigation Reform Act of 1995. We also note similar disclosure in the MD&A section. Be advised that Section 27A(b)(1)(C) of the Securities Act and Section 21E(b)(1)(C) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made by companies that issue penny stock. Please either:

 ·

 delete any references to the Private Securities Litigation Reform Act; or

 ·

 make clear, each time you refer to the Litigation Reform Act, that the safe harbor does not apply to your company.

 RESPONSE:  We have revised the Form 8-K/A and Form 10-KT to delete any references to the Private Securities Litigation Reform Act.

 3

 Management’s Report on Internal Control over Financial Reporting, page 29

 7.

 In discussing your failure to maintain appropriate cash controls you state “[a]lternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.” Please explain this disclosure in greater detail, in light of your $347,892 cash balance at December 31, 2011 and recent equity financing transactions.

 RESPONSE:  We have revised the Filing on Page 30 to remove the reference to “limited transactions in their bank accounts” and to include the following language:

 “We did not maintain appropriate cash controls – As of December 31, 2011, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts.”

 Executive Compensation, page 40

 8.

 We note that the Summary Compensation Table, the Outstanding Equity Awards Table, and the Director Compensation Table as provided in the Form 10-K is different from the same period covered by the tables in the Form 8-K. Please reconcile.

 RESPONSE:  The Summary Compensation Table, Outstanding Equity Awards Table, and Director Compensation Table in the Form 8-K/A each included a footnote indicating that the information disclosed in such tables was as of September 30, 2011, as the financial statements for the year ended December 31, 2011 were not completed at the time the Form 8-K/A was filed.  We have since amended the tables in the Form 8-K/A to update the information as of December 31, 2011.  Accordingly, the Summary Compensation Table, Outstanding Equity Awards Table, and Director Compensation Table for the Form 8-K/A and Form 10-KT are now identical.

 Exhibits

 9.

  Please file the interactive data exhibits required by Item 601(b)(101) of Regulation S-K or advise.

 RESPONSE:  We have amended the Form 10-KT to file the interactive data exhibits, as requested.

 Signatures

 10.

 Please amend to include the signatures of your Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer in their capacities as such.

 RESPONSE:  We have amended the Form 10-KT as requested.

 4

 In connection with the Company’s responding to the comments set forth in the April 24, 2012 letter, the Company acknowledges 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 United States.

 A copy of this letter and any related documents have also been filed via the EDGAR system. Thank you for your courtesies.

 Very truly yours,

 VolitionRX Limited

 /s/ Cameron Reynolds

 By: Cameron Reynolds

 Title

April 24, 2012
 Via Email

Cameron Reynolds President and Chief Executive Officer VolitionRX Limited 150 Orchard Road Orchard Plaza 08-02 Singapore 238841
Re: VolitionRX Limited
 Amendment to Form 8-K
Filed April 5, 2012 File No. 000-30402

Dear Mr. Reynolds:
 We have reviewed your filing 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 8-K/A, filed April 5, 2012

 Security Ownership of Certain Benefi cial Owners and Management, page 41

 1. Please review your table to ensure it is cons istent and accurate.  We note, for example,
the 1.5 million shares held as a group by your officers and directors is reported as representing 41.2% of your shares while  the 2 million shares held by Concord
International represents 23%.   Please advise or revise.
 Executive Compensation, page 51

 2. We note your response to comment seven from our letter dated March 15, 2012 and
reissue.  Please include the compensation received by Messrs. Fa ulkes and/or Reynolds
from the Service Agreement in your Su mmary Compensation table and related

Cameron Reynolds VolitionRX Limited April 24, 2012 Page 2

 discussions or advise.  Clarify whether Me ssrs. Faulkes and/or Reynolds are involved
with Research and/or The Dill Faulkes Edu cational Trust in any capacity other than
director or receive any compensation, direct or indirect, through Research and/or The Dill
Faulkes Educational Trust.  In addition, pl ease clarify whether Me ssrs. Faulkes and/or
Reynolds have any ownership, control or other material relationship w ith Research and/or
The Dill Faulkes Educational Trust, direct or indirect.  Clarify whether Research and/or The Dill Faulkes Educational Trust provides any services to companies other than
Volition, and its affiliates.  Please provide cl ear disclosure as to why you believe the
payments pursuant to the Service Agreement are not compensation.  Similarly, provide an
analysis as to why you believe the payments  to Mining House would not be considered
compensation to Messrs. Reynolds, and Rootsaert.

Certain Relationships and Relate d Party Transactions, page 58

 3. We reissue comment nine of our letter  dated March 15, 2012.  Please provide the
disclosure for the time periods required by In struction 2 to Item 404(d) of Regulation S-
K.  This would include disclosing the paymen ts made in the fiscal year preceding the
company’s last fiscal year, in addition to the last fiscal year.  Las tly, please disclose the
amount in the last transaction in  this section in US dollars.

Exhibits

 4. We reissue comment 10 of our lett er dated March 15, 2012.  Please file
 exhibit 10.08 in
its entirety.  We note that the exhibit refers to th e disclosure letter a nd disclosure bundle.
These supplemental materials are specifically refe renced in the exhibit and are material to
understanding the document.  For instance, we  note that the warrant ies are qualified by
the facts and circumstances in the disclosure lette r.  Similarly, liability issues, intellectual
property, contracts, property, etc.  relate to disclosures in the disclosure letter and attached
disclosure bundle.
 Form 10-K for Fiscal Year Ended December 31, 2011

 5. Please amend your Form 10-K to comply with  the comments issued above on the Form
8-K, as applicable.
 Forward Looking Statements, page 4

 6. We note on your statement that the Form 10-K includes forward-looking statements
“within the meaning of” the Pr ivate Securities Litigation Re form Act of 1995.  We also
note similar disclosure in th e MD&A section.  Be advised that Section 27A(b)(1)(C) of
the Securities Act and Section 21E(b)(1)(C) of the Securities Exchange Act expressly
state that the safe harbor for forward looki ng statements does not apply to statements
made by companies that issue penny stock.  Please either:

Cameron Reynolds VolitionRX Limited April 24, 2012 Page 3

  delete any references to the Private Securities Litigation Reform Act; or
 make clear, each time you refer to the Litigation Reform Act, that the safe
harbor does not apply to your company.
 Management’s Report on Internal Cont rol over Financial Reporting, page 29

7. In discussing your failure to maintain appr opriate cash controls you state “[a]lternatively,
the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank acc ounts.”  Please explain this disc losure in greater detail, in
light of your $347,892 cash balance at Decem ber 31, 2011 and recent equity financing
transactions.

Executive Compensation, page 40

 8. We note that the Summary Compensation Table, the Outstanding Equity Awards Table,
and the Director Compensation Table as provide d in the Form 10-K is different from the
same period covered by the tables in th e Form 8-K.  Please reconcile.
 Exhibits

 9. Please file the interactive data exhibits re quired by Item 601(b)(101) of Regulation S-K
or advise.
 Signatures

 10. Please amend to include the signatures of your Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer in their capacities as such.

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.

Cameron Reynolds VolitionRX Limited April 24, 2012 Page 4

 You may contact Brian McAllister at (202)  551-3341 or Melissa Rocha at (202) 551-
3854 if you have questions regarding comments on th e financial statements and related matters.
Please contact Jay Williamson at (202) 551-3393  or Pam Howell at (202) 551-3357 with any
other questions.
Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director

CORRESP
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SEC Response

April 5, 2012

Jay Williamson

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

Re:

VolitionRX Limited

Amendment to Form 8-K

Filed February 24, 2012

File No. 000-30402

Dear Mr. Williamson:

VolitionRX Limited, a Delaware corporation (the “Company”), has received and reviewed your letter of March 15, 2012, pertaining to the Company’s Form 8-K/A  (the “Filing”) filed February 24, 2012 with the Securities & Exchange Commission (the “Commission”).

Specific to your comments, our responses below are in addition to those filed via the Edgar system:

FORM S-1

The following numbered responses correspond to those numbered comments as set forth in the comment letter dated March 15, 2012.

Form 8-K/A, filed February 24, 2012

Item 1.01

1.

We reissue comment one from our letter dated January 27, 2012. Please revise the disclosure to explain the reference to the cancellation of the 2.02 million shares issued and outstanding. Please clarify when this cancellation occurred, the terms of the cancellation and how this cancellation was affected. Clarify whether the shareholders entered into an agreement for the cancellation of their shares. If so, please file as an exhibit.

RESPONSE: Pursuant to the terms and conditions of that certain Share Exchange Agreement by and between Standard Capital Corporation (“Standard”), Singapore Volition Pte Limited, and the respective shareholders thereof, as filed on Form 8-K with the Commission on September 29, 2011, Standard was to effectuate a 0.6-for-1 reverse split of its then issued and outstanding shares of common stock, resulting in 1,212,000 shares of Standard’s common stock issued and outstanding following the reverse split.  However, Standard and its shareholders determined that in lieu of effectuating the reverse stock split, Standard shall cancel 40% of its then issued and outstanding common stock, resulting in 1,212,000 shares of Standard’s common stock issued and outstanding following the cancellation.  The cancellation occurred pursuant to that certain Agreement, Consent and Waiver dated September 27, 2011 entered into by and between Standard and its shareholders, a copy of which is filed as Exhibit 10.28.

150 Orchard Road

Orchard Plaza 08-02

Singapore 238841

Description of our Business, page 6

2.

We reissue comment eight from our letter dated January 27, 2012. We note statements on page 10 about the proposed pricing of your products and the estimated costs to manufacture. With a view to disclosure, please advise us how you developed these estimates.

RESPONSE:  We have revised the Filing on Page 10 to include the following language:

“The Company is currently planning the manufacture of its first RUO products and intends to commence sales in the second quarter of 2012. The research products will be 96 well semi-manual kits of the the NuQ-XTM test, NuQ-VTM and/or the NuQ-MTM tests for the simultaneous analysis of 48 blood samples, the usual format for research products (a 96 well kit can be used to analyze some 48 samples as samples are tested in duplicate).  The most expensive component in the manufacture of products will be the pairs of antibodies employed.  Initially, we anticipate that these will be purchased or licensed at a cost of $14 - $110 USD per kit (for the lowest and highest cost per pair we are currently using), but the Company has commenced development of its own antibodies which we believe will reduce costs to less than $10 USD per kit. Other production costs are expected to be less than $30 USD per kit as summarized in Table 1.  We expect total initial production costs to be around $50-$140 USD per kit and we anticipate a subsequent drop in the production price the first year to approximately $40 USD per kit, as the Company continues to develop its own antibodies.

The selling price will be in the region of $700 - $1,200 USD per kit. The NuQTM assay technology is proprietary to the Company so no direct competition exists.  However, some competitors manufacture simple generic modified histone ELISA kits which are the closest competitors currently on the market to the Company’s intended NuQ-MTM products. The generic products offered by competitors do not measure modified histones in intact nucleosomes but require chemical extraction of histones from samples prior to use. Currently, such products sell in the U.S. market for between $400 - $475 USD per kit (and even higher in Europe).  We intend to sell our NuQTM research kits at a higher market price because:

1.

All of the NuQTM products are protected by multiple patents giving the Company market exclusivity;

2.

NuQ-MTM kits are designed to detect modified histones in intact nucleosomes without any sample pre-extraction steps and are hence much easier to use; and

3.

The NuQ-VTM and NuQ-XTM tests are designed to detect histone variants and other nucleosome structures for which there are no current competitors that the Company is aware of.

The Company has purchased the components to manufacture 250 NuQ-XTM test kits internally at the Company’s laboratory in Belgium for beta-testing at a total cost of approximately $33,000 USD. A table of the components of the kits and approximate costs are summarized in Table 1 below. If beta-testing is successful, the Company will begin to sell the kits in the second quarter of 2012.  Other than the antibodies, all of the components of the kits such as the box, bottles, and wells, will be the same for each test.”

Components of NuQ-XTM test kits

 Cost (USD $) Per Kit

Antibodies (solid phase & detection)

 $107.94

Microtiter plate (96 wells)

 $5.82

Enzyme Substrate (10 ml per kit)

 $7.80

Detection enzyme conjugate

 $0.37

Chemical components of STOP

 $0.29

Chemical components of buffers

 $1.31

Freeze drying costs

 $1.01

Instructions

 $1.31

Box & labels

 $2.61

Bottles (3x 20ml & 2 x 5ml glass)

 $3.17

Total

 $131.63

Table 1 – Approximate component costs for each kit for the first 250 kits to be manufactured internally at the Company’s laboratory in Belgium.

3.

Please revise the disclosure on page 23 to clearly disclose the “certain conditions contained in the letter” agreement between Cronos and Innovations. Also, specify “the amount not exceeding that which is stipulated in the Secondary License.”

RESPONSE:  We have revised the Filing as follows:

Page 22:

“On September 4, 2006, Cronos and Innovations entered into a Letter Agreement (the “Extension Letter Agreement”), pursuant to which the parties confirmed their understanding that the shareholders of Cronos were proposing to exchange some or all of their shares in Cronos for shares in ValiRX and that ValiRX shall become the holding company of Cronos.  Contemporaneously with this exchange or immediately thereafter, the shareholders of ValiRX should then exchange their shares in ValiRX for ordinary shares in Azure Holdings Plc (“Azure”).  Pursuant to the Extension Letter Agreement, in consideration of the payment by Cronos to Innovations of £1.00 GBP, the parties agreed that upon the last to occur of the following events:

(i)

the exchange of all of Innovations’ shares in Cronos for shares in ValiRX;

(ii)

it being demonstrated to Innovations that Azure has a cash balance of at least £150,000;

(iii)

conclusion of the exchange of shares between Azure and ValiRX, such that ValiRX becomes the wholly owned subsidiary of Azure; and

(iv)

admission of all the ordinary shares of Azure to the AIM Market of the London Stock Exchange

the term of two licenses granted to Cronos, the GeneICE License granted to Cronos pursuant to a license agreement dated August 17, 2004 and the Gene Mapping License granted to Cronos pursuant to the above-referenced Patent License Agreement dated October 19, 2005, would be extended automatically until the patents have expired or been revoked.  Further, Innovations would waive any entitlement to be issued with such number of ordinary shares in the capital of Cronos to maintain its holding of 24.99% of the total shares of Cronos in issue at any time and to waive any entitlement to terminate either of the two licenses.  A copy of the Extension Letter Agreement was filed as Exhibit 10.03 to our Amended Current Report on Form 8-K/A filed with the SEC on January 11, 2012 and is incorporated herein by reference.”

Page 24:

“On March 16, 2010, ValiBio, Walloon and ValiRX entered into a Non-Exploitation and Third Party Patent License Agreement (the “Agreement”), pursuant to which ValiRX and ValiBio shall transfer exclusive exploitation rights to the “Detection of Histone Modification in Cell-Free Nucleosomes” patent to Walloon (or its nominee) in the event that ValiBio does not exploit the results of its research funded by the Grant by Walloon or ValiRX abandons the exclusive licence granted by that certain licence agreement dated October 3, 2007 (see Exhibit 10.04), per the terms set forth in the Agreement.  ValiBio originally acquired the exploitation rights from ValiRX per a license agreement dated January 18, 2008 (“Secondary Licence”) which was subsequently cancelled and replaced with that certain Licence Agreement dated November 2, 2010 (see Exhibit 10.12).  In the event that ValiBio does not exploit the results of the research, ValiRx shall grant the exploitation rights to Walloon (or its nominee) which shall pay to ValiRX: (a) 5% of the net sales value of all licensed products sold; (b) 10% of all fees received by for the provision of services; (c) 10% on sub-license-non royalty income received; (d) 15% of the cumulative royalty income received from sub-licensees where such cumulative royalty income over the term of the Agreement is less than or equal to €1,500,000 EUR; and (e) 10% of the cumulative royalty income received from sub-licensees where such cumulative royalty income over the term is in excess of €1,500,000 EUR. In the event that ValiRX abandons the exclusive licence, it shall transfer ownership of the exclusive licence to Walloon for no consideration.  A copy of the Agreement was filed as Exhibit 10.06 to our Amended Current Report on Form 8-K/A filed with the SEC on February 24, 2012 and is incorporated herein by reference.”

Financial Information, page 34

4.

We note your response to prior comment 14 from our letter dated January 27, 2012 and partially reissue. Please revise your Management’s Discussion and Analysis to address the material terms of the $1.1 million “due in respect of stock issuances,” clarify the approximate date(s) and number of shares you and clarify that you do not have a cash obligation with respect to this amount.

RESPONSE:  We have revised the Filing on Page 34 to include the following language:

“As of September 30, 2011, Singapore Volition had cash of $959,090 and prepaid expenses of $353,500, and other current assets of $98,452.  Singapore Volition had current liabilities of $1,511,480, including $1,110,000 due in respect of stock issuances to ValiRx Plc and Chroma related to the acquisition of ValiBio ($600,000) and the acquisition of further licenses and patent rights ($510,000) pursuant to the Share Purchase Agreement with ValiRx dated September 22, 2010, Supplementary Agreement dated June 9, 2011 and the Deed of Novation dated September 22, 2010.  This translates into a working capital surplus, excluding prepayments of $353,500 and $1,110,000 due in respect of stock issuances, of $656,062, which means that our cash reserves are only adequate to fund operations for a limited period of time. On December 6, 2011 the Company issued 510,811 shares of common stock to ValiRx and 14,189 shares of common stock to Chroma pursuant to the Share Purchase Agreement dated September 22, 2010, Supplementary Agreement dated June 9, 2011 and Deed of Novation dated September 22, 2010, at a price of approximately $2.11 per share, as settlement of the $1,110,000 due in respect of stock issuances to ValiRx and Chroma.  Accordingly, Singapore Volition no longer has any cash obligation or liabilities with respect to the $1,110,000.”

Security Ownership of Certain Beneficial Owners and Management, page 38

5.

Please revise the beneficial ownership table to include in Mr. Rootsaert’s ownership the shares beneficially owned through Concord International, as footnote 14 states he has voting and dispositive control.

RESPONSE:  We have revised the Filing on Page 39 as requested.

6.

We partially reissue comment 16 from our letter dated January 27, 2012. Please disclose the natural person(s) who have voting and dispositive control over the shares held by ValiRX PLC.

RESPONSE:  We have revised the Filing on Page 40 to include the following language:

“ValiRX PLC’s beneficial ownership includes 510,811 common shares.  ValiRX PLC is a public company listed on the London Stock Exchange (AIM). According to the AIM’s website, www.londonstockexchange.com/companies-and-advisors/aim/aim/aim.htm, as of January 31, 2012, there were 1,059,562,609 issued and outstanding common shares of ValiRX PLC.  Currently, there are no shareholders of ValiRX PLC who hold more than 5% of the total shares.  The Company has no knowledge of the identity of the controlling shareholders of ValiRX PLC that hold the voting and dispositive control over the shares as this information is unavailable to the public.  Further, the Company was unable to obtain a shareholders list.  ValiRX PLC has no control, either indirect or direct, of the Company.”

Item 6. Executive Compensation, page 49

7.

We partially reissue comment 18 from our letter dated January 27, 2012. We note the Service Agreement discussed in the related transactions section. Please include compensation received by Messrs. Faulkes and/or Reynolds from this agreement. Item 402 of Regulation S-K requires disclosure of all compensation, direct and indirect.

RESPONSE:  We have revised the Filing on Page 55 to include the following language:

“On August 10, 2011, Singapore Volition entered into a service agreement (the “Service Agreement”) with Volition Research Limited (“Research”), a 100% subsidiary of The Dill Faulkes Educational Trust, a registered UK charity (Charity No. 1070864).   Dr. Martin Faulkes (current Director of VolitionRx Limited) and Mr. Cameron Reynolds (current President, CEO and a Director of VolitionRx Limited) currently serve as directors of Research but do not receive any compensation in exchange for their directorship.  Further, neither Dr. Faulkes nor Mr. Reynolds receives any compensation whatsoever pursuant to the Service Agreement.  The Service Agreement provides for Research to perform services for Singapore Volition for a period of five years for $21,000 USD per year for an aggregate of $105,000 USD.  Such services require Research to liaison with various medical institutions to promote and raise the profile of Singapore Volition, build and develop long term relationships between UK and International cancer charities and Singapore Volition, and lobby government, health organization and other policy makers on behalf of Singapore Volition and promote the socially responsible ethos of Singapore Volition.”

8.

Please provide the footnote requested by Instruction 1 to Item 402(n)(2) of Regulation SK as it relates to the options granted to Dr. Morris. Similar disclosure should be provided for the options granted to Dr. Faulkes and Dr. Colman. See Item 402(r)(2)(iv) of Regulation S-K and prior comment 20. Lastly, revise the summary compensation table to state the principal position of each officer.

RESPONSE:  We have revised the Filing as requested.

Certain Relationships and Related Party Transactions, page 55

9.

We note the related party agreements discussed in this section. Please revise to disclose the amounts paid pursuant to such agreements for the time periods required by Item 404 of Regulation S-K.

RESPONSE:  We have revised the Filing on Page 54 to include the requested

CORRESP
1
filename1.htm

SEC Response

March 29, 2012

Jay Williamson

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

Re:

VolitionRX Limited

Amendment to Form 8-K

Filed February 24, 2012

File No. 000-30402

Dear Mr. Williamson:

VolitionRX Limited, a Delaware corporation (the “Company”), has received and reviewed your letter of March 15, 2012 (the “Comment Letter”), pertaining to the Company’s Form 8-K/A  (the “Filing”) filed February 24, 2012 with the Securities & Exchange Commission (the “Commission”).

We hope to submit our written reply to the Commission no later than April 5, 2012, as the Company is still in the process of responding to the Comment Letter.  We apologize for the delay in responding to the Comment Letter.

In connection with the comments in your letter, we acknowledge 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 United States.

Again, we apologize for our delay.  Please do not hesitate to contact us if you have any questions or comments in regard to this letter or the information contained herein.

Very truly yours,

VolitionRX Limited

/s/ Cameron Reynolds

Cameron Reynolds

President and Chief Executive Officer

150 Orchard Road

Orchard Plaza 08-02

Singapore 238841

March 15, 2012
 Via Email

Cameron Reynolds President and Chief Executive Officer VolitionRX Limited 150 Orchard Road Orchard Plaza 08-02 Singapore 238841
Re: VolitionRX Limited
 Amendment to Form 8-K
Filed February 24, 2012 File No. 000-30402

Dear Mr. Reynolds:
 We have reviewed your filing 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 8-K/A, filed February 24, 2012

 Item 1.01

 1. We reissue comment one from our letter dated January 27, 2012.  Please revise the
disclosure to explain the reference to the cancellation of the 2.02 million shares issued
and outstanding.  Please clarify when this cancellation occurred, the terms of the
cancellation and how this cancella tion was affected.  Clarif y whether the shareholders
entered into an agreement for the cancellation of  their shares.  If so, please file as an
exhibit.

Cameron Reynolds VolitionRX Limited March 15, 2012 Page 2

 Description of our Business, page 6

2. We reissue comment eight from our letter da ted January 27, 2012.  We note statements
on page 10 about the proposed  pricing of your products and the estimated costs to
manufacture.  With a view to disclosure , please advise us how you developed these
estimates.
3. Please revise the disclosure on page 23 to clearly disclose the “certain conditions
contained in the letter” agreement between Cronos and Innovations.  Also, specify “the
amount not exceeding that which is sti pulated in the Secondary License.”

Financial Information, page 34

4. We note your response to prior comment 14 from our letter dated January 27, 2012 and
partially reissue.  Please re vise your Management’s Discu ssion and Analysis to address
the material terms of the $1.1 million “due in  respect of stock i ssuances,” clarify the
approximate date(s) and number of shares  you and clarify that you do not have a cash
obligation with respect to this amount.

Security Ownership of Certain Benefi cial Owners and Management, page 38

5. Please revise the beneficial ownership table to include in Mr. Root saert’s ownership the
shares beneficially owned through Concord In ternational, as foot note 14 states he has
voting and dispositive control.
6. We partially reissue comment 16 from our le tter dated January 27, 2012.  Please disclose
the natural person(s) who have voting and dispositive control over the shares held by ValiRX PLC.
Item 6. Executive Compensation, page 49

 7. We partially reissue comment 18 from our letter dated January 27, 2012.  We note the
Service Agreement discussed in the related transactions  section.  Please include
compensation received by Messrs. Faulkes and/ or Reynolds from this agreement.  Item
402 of Regulation S-K requires disclosure of  all compensation, direct and indirect.

8. Please provide the footnote requested by Inst ruction 1 to Item 402( n)(2) of Regulation S-
K as it relates to the options granted to Dr. Mo rris.  Similar disclosure should be provided
for the options granted to Dr. Faulkes and Dr. Colman.  See Item 402(r)(2)(iv) of Regulation S-K and prior comment 20.  Lastly, revise the summary compensation table to
state the principal position of each officer.

Cameron Reynolds VolitionRX Limited March 15, 2012 Page 3

 Certain Relationships and Relate d Party Transactions, page 55

 9. We note the related party agreements discussed in this section.  Pleas e revise to disclose
the amounts paid pursuant to such agreements  for the time periods required by Item 404
of Regulation S-K.

Exhibits

10. We note the reference in Exhibit 10.08 to the disclosure letter a nd disclosure bundle.
Please file Exhibit 10.08 in its entirety.
Form 8-K/A, filed January 11, 2012

 Exhibit 99.1

 3.Acquisition of ValiBio SA, page 10

 11.  We note your response to comment 23 in our letter dated January 27, 2012. In your
revised filing please disclose that prior to its acquisiti on by Singapore Volition, ValiBio
SA did not have any employees and held onl y one acquired patent right. Also disclose
that ValiBio did not produce any revenue, had no significant operations and did not
conduct any research and development activities.

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.
You may contact Brian McAllister at (202)  551-3341 or Melissa Rocha at (202) 551-
3854 if you have questions regarding comments on th e financial statements and related matters.
Please contact Jay Williamson at (202) 551-3393  or Pam Howell at (202) 551-3357 with any
other questions.
Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director

CORRESP
1
filename1.htm

SEC Response Letter

February 24, 2012

Jay Williamson

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

Re:

VolitionRX Limited

Amendment to Form 8-K

Filed January 11, 2012

File No. 000-30402

Dear Mr. Williamson:

VolitionRX Limited, a Delaware corporation (the “Company”), has received and reviewed your letter of January 27, 2012, pertaining to the Company’s Form 8-K/A (the “Filing”) filed January 11, 2012 with the Securities & Exchange Commission (the “Commission”).

Specific to your comments, our responses below are in addition to those filed via the Edgar system:

FORM S-1

The following numbered responses correspond to those numbered comments as set forth in the comment letter dated January 27, 2012.

Form 8-K/A, filed January 11, 2012

General

1.

We note you have made changes to certain financial statement items between Amendment 1 to Form 8-K filed November 1, 2011 and Amendment 2 to Form 8-K filed January 11, 2012. Please revise disclosure to include a discussion of changes that have been made between each amendment. In this regard, we note changes to amounts in your statement of cash flows as well as changes in the per share price of shares issued during each period presented.

RESPONSE:  We have revised the Filing on Page 2 to include the following language:

“EXPLANATORY NOTE

This Amendment No. 3 to our Current Report on Form 8-K originally filed on October 13, 2011, (the “Original Filing’) is being made to respond to certain comments received from the Staff of the Securities and Exchange Commission, including, but not limited to, various changes made to certain financial statement items between Amendment No. 1 to the Form 8-K filed November 1, 2011 and Amendment No. 2 to the Form 8-K filed January 11, 2012.

150 Orchard Road

Orchard Plaza 08-02

Singapore 238841

Specifically, the financial statements filed as Exhibit 99.02 to Amendment No. 2 as compared to the financial statements for the same period that were filed as Exhibit 99.01 to the Amendment No. 1 reflect the following changes: (i) The figure for non-cash financing activities at the foot of the Consolidated Statement of Cash Flows was amended from $900,000 to $1,000,000 in order to reflect the entire note payable that was entered into; (ii) Note 2(f) Foreign Currency Translation was amended to provide additional information about our functional currency and exchange rate; (iii) Note 4 Property and Equipment was amended to revise the depreciation expense of the Company during the period ended December 11, 2010; (iv) Note 10 Subsequent Events was amended to provide additional information about shares issued for services subsequent to December 31, 2010. In particular, the valuation per share of 350,000 shares issued to a related party was revised from $0.30 to $1.00 to reflect the most recent cash issuance prices relative to the date of grant, and the disclosure was revised as follows: Subsequent to the period end, the Company also issued 350,000 shares of common stock to a related party in advance for research and development and investment relation services to be performed over a five year period. The shares were valued at $1.00 per share based on the most recent cash issuance prices relative to the grant date as this was determined to be the most readily determinable value in accordance with ASC 718 and ASC 505. The Company will expense the shares monthly as services are provided. Because the shares are fully vested and non-forfeitable, the shares were valued based on the current market price on the grant date and will be amortized over the life of the agreement; and (v) Note 10 Subsequent Events was also amended to include further information about the share exchange agreement with Standard Capital Corporation as follows: Upon completion of the transaction, the former shareholders of the Company owned 6,906,852 shares of the Company’s common stock, representing approximately 85% of the outstanding common stock of the Company. As a result, the acquisition has been recorded as a reverse merger with the Company being treated as the accounting acquirer and SCC as the legal acquirer (accounting acquiree).

For convenience and ease of reference, the Company is filing this Form 8-K/A in its entirety with all applicable changes and unless otherwise stated, all information contained in this amendment is as of October 13, 2011, the filing date of the Original Filing. Except as stated herein, this Form 8-K/A does not reflect events or transactions occurring after such filing date or modify or update those disclosures in the Original Filing that may have been affected by events or transactions occurring subsequent to such filing date.”

Item 1.01

2.

Please explain the reference to the cancellation of 40% of the 2.02 million shares issued and outstanding. Please clarify when this cancellation occurred, the terms of the cancellation and how this cancellation was affected. Did the shareholders enter into an agreement for the cancellation of their shares? If so, please file as an exhibit.

RESPONSE:  Pursuant to the terms and conditions of that certain Share Exchange Agreement by and between Standard Capital Corporation (“Standard”), Singapore Volition Pte Limited, and the respective shareholders thereof, as filed on Form 8-K with the Commission on September 29, 2011, Standard was to effectuate a 0.6-for-1 reverse split which would have reduced each shareholder’s shares by 40% and resulted in 1,212,000 shares of the Company’s common stock issued and outstanding. However, the Company and its shareholders determined that in lieu of effectuating the reverse stock split each shareholder would simply cancel 40% of their existing shares. We have contacted previous management of Standard to obtain all documentation related to this transaction.  We will provide you with an updated response once we have received this documentation.

150 Orchard Road

Orchard Plaza 08-02

Singapore 238841

2

Item 5.01

3.

We reissue prior comment nine from our letter dated November 23, 2011. Please provide the information requested by Item 5.01(a)(6).

RESPONSE:  We have revised the Filing on Page 4 to include the following language:

“On September 26, 2011, the Company, then under the name Standard Capital Corporation, and its controlling stockholders (the “Controlling Stockholders”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Singapore Volition Pte Limited, a Singapore registered company (“Singapore Volition”) and the shareholders of Singapore Volition (the “Volition Shareholders”), whereby the Company acquired 6,908,652 (100%) shares of common stock of Singapore Volition (the “Volition Stock”) from the Volition Shareholders.  At the time the Share Exchange Agreement closed, none of the Controlling Stockholders of the Company beneficially owned more than 5% of the Company’s issued and outstanding shares of common stock; accordingly, the Volition Shareholders acquired control collectively from the Board of Directors of the Company and its Officers.

Form 10 Disclosure

4.

We partially reissue prior comment 11. We continue to note references to your products. For instance, on page nine you state “we currently have two blood tests in the NuQ-X family” and “generally, one of the Company’s tests is used as a frontline test….” Please revise to clearly reflect that you are in the development stage and that you have no products to date.

RESPONSE:  We have revised the Filing throughout to indicate that we are in the development stage and have no products to date.

5.

 We note your statement on page six that your “early pilot clinical studies have demonstrated a high rate of detecting cancer … [and while] these small pilot studies must be confirmed in larger clinical studies, [they] are promising findings.” You further state your belief that your tests “will be able to detect and characterize cancer and other disease states better than existing methods based on the outcomes [you] have received …” We note similar statements elsewhere in your document. Please note that statements about the efficacy of your proposed product should be substantiated or removed. Please revise throughout as appropriate. Similarly, we continue to note your statement that you believe your tests will be adopted quickly in the healthcare market because these are ELISA tests. Please provide the basis. We continue to note that you are a development stage company and have only conducted limited testing of these proposed products. In this regard your attention is directed to prior comments 12, 15, and 17 from our letter dated November 23, 2011 for further clarification of the types of statements which require substantiation and the methods for doing so.

RESPONSE:  We have revised the Filing throughout to remove promotional statements and to either substantiate or remove statements regarding the efficacy of our proposed products.

6.

We note your response to prior comment 15 and the revised text on page nine. Please revise to further substantiate these statements or remove them. Where statements are based on the results of scientific studies, please clarify:

·

The nature and results of the studies performed, including the procedures followed in conducting the study and the confidence levels associated with the results; and,

·

Advise us which journals you have submitted your studies to and provide us with copies of your submissions.

RESPONSE:  We have revised the Filing on Page 10 to include the following language:

“Early clinical studies of the NuQ-XTM test prototype for the presence of circulating nucleosomes in the blood have been carried out on blood samples from 19 cancer patients (including lung, colon and pancreatic cancers) and 20 healthy patient controls.  In these studies, a result was deemed positive if the level of circulating nucleosomes detected in the blood of a patient was elevated above the maximum level of the normal range expected of healthy people as commonly defined (the mean ± 2 standard deviations of the mean which statistically includes 95% of normal people). All tests were performed in duplicate.  The results are shown in the graph below (bars show the error of duplicate analysis).

150 Orchard Road

Orchard Plaza 08-02

Singapore 238841

3

Figure 2 – Results of NuQ-XTM test prototype clinical study carried out internally by the Company’s scientists at its laboratory in Belgium.

Figure 2 shows the Optical Density (colour) result produced in the NuQ-XTM test of serum samples taken from healthy volunteers and subjects diagnosed with lung, colon or pancreatic cancer (as well as positive and negative control samples). Blood samples were taken and the serum was separated in the usual way - approximately 10mL blood was drawn by venepuncture into a glass tube and allowed to clot. The tube was centrifuged for approximately 10 minutes at approximately 3000 x g. The serum was removed to a plastic tube and frozen until analysed by ELISA.  10µL (0.01 mL) of serum was tested using the Nucleosomics ELISA procedure. This was a typical ELISA analytical procedure using 2 antibodies that bind to nucleosomes. The first antibody is immobilised on a plastic surface and the second antibody is linked to a detectable enzyme to monitor antibody nucleosome binding. Uniformly low antibody-nucleosome binding was detected in samples from healthy subjects. Higher antibody-nucleosome binding was detected in samples from subjects diagnosed with cancer.

In addition, 12 other disease patient controls (Inflammatory Bowel Disease) were tested using the NuQ-XTM test. Some patients were positive for nucleosomes, but these nucleosomes were found to contain different proportions of histone variants and histone modifications and were distinguishable from cancer nucleosomes using the prototype NuQTM panel. This involved a further four ELISA tests on the same samples to determine the relative proportions of four different types of nucleosomes in the samples.

The studies were carried out internally by the Company’s scientists at its laboratory in Belgium using a small number of patient samples from two hospitals in Belgium and samples taken from healthy volunteers in the United Kingdom. The results of these studies have not been submitted to or published in any journals (peer reviewed or otherwise). The Company intends to conduct large scale clinical validations, both retrospective and prospective, of these test prototypes for colon, lung, and pancreatic cancers as well as additional cancer types.”

7.

We reissue prior comment 17. We continue to note several promotional statements throughout your document, such as your statement on page 13 that “we believe this Hyper Genomics TM technology has the potential to be groundbreaking” and the statement on page 21 that you expect rapid growth, if and when your products gain acceptance. Please remove these and similar promotional statements or provide us with the basis for your conclusion that your products are groundbreaking.

RESPONSE:  We have revised the Filing to remove these statements and other promotional statements made throughout the Filing.

8.

We note statements throughout your document, including on pages 11 and 12 about the proposed pricing of your products and the estimated costs to manufacture. With a view to disclosure, please advise us how you developed these estimates.

RESPONSE:  We have revised the Filing throughout to either substantiate or remove statements regarding the proposed pricing of our proposed products and the estimated costs to manufacture.

150 Orchard Road

Orchard Plaza 08-02

Singapore 238841

4

9.

Given the development stage of the company, you have no agreements or arrangements with diagnostic companies, and the limited testing of your proposed products to date, the statement on page 11 that you believe your future products will command the high end of the price range and the reference to the “accuracy” of your products appears promotional. Please remove. Similarly, the discussion of the estimated cost to manufacture and the estimated selling price of the disposable home use tests appear promotional at this point in time. We note that you will have to undergo regulatory approval to sell your products other than for research use.

RESPONSE:  We have revised the Filing throughout to remove any promotional statements and to remove the estimated manufacture and selling price of the disposable home tests.

10.

Please reconcile the disclosure on page 20 that “the funding required to bring our current pipeline of products to the RUO market is in place” with the disclosure in the Liquidity and Capital Resources section on page 33 that “our cash reserves are only adequate to fund operations for a limited period of time” and that “in view of the potential lack of financing, Singapore Volition may be obliged to discontinue operations.” Provide a more detailed discussion in this section of what cash is currently available for which portions of your business plan and clearly discuss in greater detail the need for additional financing and the impact upon the company and your business plan if you are unable to obtain such additional financing.

RESPONSE:  We have revised the Filing to include the following language:

Page 33:

“As of September 30, 2011, Singapore Volition had cash of $959,090 and prepaid expenses of $353,500, and other current assets of $98,452.  Singapore Volition had current liabilities of $1,511,480, including $1,110,000 due in respect of stock issuances.  This translates into a working capital surplus, excluding prepayments of $353,500 and $1,110,000 due in respect of stock issuances, of $656,062, which means that our cash reserves are only adequate to fund operations for a limited period of time.  We intend to use our cash reserves to fund further research and development activities.

CORRESP
1
filename1.htm

SEC Letter

February 7, 2012

Jay Williamson

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

Re:

VolitionRX Limited

Amendment to Form 8-K

Filed January 11, 2012

File No. 000-30402

Dear Mr. Williamson:

VolitionRX Limited, a Delaware corporation (the “Company”), has received and reviewed your letter of January 27, 2012 (the “Comment Letter”), pertaining to the Company’s Form 8-K/A (the “Filing”) filed January 11, 2012 with the Securities & Exchange Commission (the “Commission”).

Per my communication with you this afternoon, we hope to submit our written reply to the Commission ten (10) days from the original due date, no later than February 24, 2012, as the Company is still in the process of working on its response. Again, we apologize for the delay in responding to the Comment Letter.

In connection with the comments made in the Comment Letter, we acknowledge 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 United States.

Again, we apologize for our delay.  Please do not hesitate to contact us if you have any questions or comments in regard to this letter or the information contained herein.

Very truly yours,

VolitionRX Limited

/s/ Cameron Reynolds

Cameron Reynolds

President and Chief Executive Officer

150 Orchard Road

Orchard Plaza 08-02

Singapore 238841

January 27, 2012
 Via Email

Cameron Reynolds President and Chief Executive Officer VolitionRX Limited 150 Orchard Road Orchard Plaza 08-02 Singapore 238841
Re: VolitionRX Limited
 Amendment to Form 8-K
Filed January 11, 2012 File No. 000-30402

Dear Mr. Reynolds:
 We have reviewed your filing 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 8-K/A, filed January 11, 2012

 General

 1. We note you have made changes to cert ain financial statement items between
Amendment 1 to Form 8-K filed November 1, 2011 and Amendment 2 to Form 8-K filed
January 11, 2012.  Please revise disclosure to include a discussion of changes that have
been made between each amendment.  In this regard, we note changes to amounts in your statement of cash flows as well as changes in the per share price of shares issued during
each period presented.

Cameron Reynolds VolitionRX Limited January 27, 2012 Page 2

 Item 1.01

 2. Please explain the reference to the cancella tion of 40% of the 2.02 million shares issued
and outstanding.  Please clarify when this cancellation occurred, the terms of the
cancellation and how this cancellation was affect ed.  Did the shareholders enter into an
agreement for the cancellation of their shar es?  If so, please file as an exhibit.
 Item 5.01

 3. We reissue prior comment nine from our le tter dated November 23, 2011.  Please provide
the information requested by Item 5.01(a)(6).
 Form 10 Disclosure

 4. We partially reissue prior comm ent 11.  We continue to note references to your products.
For instance, on page nine you state “we cu rrently have two blood tests in the NuQ-X
family” and “generally, one of the Company’s te sts is used as a front line test….”  Please
revise to clearly re flect that you are in the developm ent stage and that you have no
products to date.
5. We note your statement on page six that your  “early pilot clin ical studies have
demonstrated a high rate of detecting cancer … [and while] these small pilot studies must
be confirmed in larger clinical studies, [the y] are promising findings.”  You further state
your belief that your tests “will be able to  detect and characterize cancer and other
disease states better than existing methods  based on the outcomes [you] have received
…”  We note similar statements elsewhere in your document.  Please note that statements
about the efficacy of your proposed product shou ld be substantiated or removed.  Please
revise throughout as appropriate.  Similarly, we continue to note your statement that you
believe your tests will be adopted quickly in  the healthcare market  because these are
ELISA tests.  Please provide the basis.  We  continue to note that you are a development
stage company and have only conducted limite d testing of these proposed products.  In
this regard your attention is directed to  prior comments 12, 15, and 17 from our letter
dated November 23, 2011 for further clarifica tion of the types of statements which
require substantiation and the methods for doing so.
6. We note your response to prior comment 15 and the revised text on page nine.  Please
revise to further substantiate these statemen ts or remove them.  Where statements are
based on the results of scientif ic studies, please clarify:

 The nature and results of th e studies performed, including the procedures followed in
conducting the study and the confidence levels  associated with the results; and,
 Advise us which journals you have submitted your studies to and provide us with
copies of your submissions.

Cameron Reynolds VolitionRX Limited January 27, 2012 Page 3

 7. We reissue prior comment 17.  We continue  to note several promotional statements
throughout your document, such as your stat ement on page 13 that “we believe this
HyperGenomics
TM technology has the potential to be  groundbreaking” and the statement
on page 21 that you expect rapid growth, if and when your products gain acceptance.  Please remove these and similar promotional st atements or provide us with the basis for
your conclusion that your products are groundbreaking.
 8. We note statements throughout your documen t, including on pages 11 and 12 about the
proposed pricing of your products and the estimat ed costs to manufacture.  With a view
to disclosure, please advise us how you developed these estimates.
 9. Given the development stage of the compa ny, you have no agreements or arrangements
with diagnostic companies, a nd the limited testing of your pr oposed products to date, the
statement on page 11 that you believe your future products will command the high end of the price range and the reference to the “accura cy” of your products appears promotional.
Please remove.  Similarly, the discussion of the estimated cost to manufacture and the
estimated selling price of the disposable home use tests appear promotional at this point
in time.  We note that you will have to unde rgo regulatory approval to sell your products
other than for research use.
10. Please reconcile the disclosure on page 20 that  “the funding required to bring our current
pipeline of products to the RUO market is in place” with th e disclosure in the Liquidity
and Capital Resources section on page 33 that  “our cash reserves are only adequate to
fund operations for a limited period of time” and that “in view of the potential lack of
financing, Singapore Volition may be obliged to discontinue operations.”  Provide a more
detailed discussion in this section of what cash is currently available for which portions
of your business plan and clearly discuss in greater detail the need for additional
financing and the impact upon the company a nd your business plan if you are unable to
obtain such additional financing.
11. We note reissue prior comment 22.  Please revise  to more fully address the material terms
of your agreements, including any fees, royalt ies, and fixed payments paid or payable
pursuant to the agreements.  Similarly, discu ss the material terms of the Soft Repayable
Grant, such as how the grant may be deem ed a failure under the agreement and how the
amount that must be repaid is calculated.
 12. Please provide the disclosure requested by Item  101(h)(4)(xii) of Regulation S-K.  In this
respect your attention is di rected to prior comment 25.
 Financial Information, page 33

 13. The Management’s Discussion and Analysis sec tion is one of the most critical aspects of
your disclosure.  Therefore, we request that  you revise this section to provide a more
detailed executive overview to discuss the events, trends, and uncertainties that

Cameron Reynolds VolitionRX Limited January 27, 2012 Page 4

 management views as most critical to your future revenues, financial position, liquidity,
plan of operations, and results of operations, to the extent known and foreseeable.  To
assist you in this regard, please refe r to the Commission Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, Release Nos. 33-8350 (December 19, 2003) at
http://www.sec.gov/rule s/interp/33-8350.htm
.  This guidance is intended to elicit more
meaningful disclosure in MD &A in a number of areas, in cluding the overall presentation
and focus of MD&A, with general emphasis on the discussion and analysis of known
trends, demands, commitments, events a nd uncertainties, and specific guidance on
disclosures about liquidity, capital resources, and critical accounting.

14. We note your statement on page 33 that you ha ve $1.1 million “due in respect of stock
issuances” and “a working capital surplus.”  Your financial statements as of September
30, 2011 describes these as notes payable and suggests you have been repaying the notes
with cash instead of by the issuan ce of shares.  In an appropr iate location, please describe
the material terms of these notes including who has the option of electing between cash
or share repayment.  In addition, please clarify why you believe it is appropriate to
exclude this amount from working capital for pu rposes of your statement.  Also, please
file these notes as exhibits.

Properties, page 36
 15. We note the reference to your laboratory in Belgium on page 9.  Please discuss in this
section.
 Security Ownership of Certain Benefi cial Owners and Management, page 36

 16. Please disclose the name(s) of the natural person(s) who have voting and dispositive
control over the shares held by Concord International, Inc. and ValiRX PLC.  In addition,
we note the removal of the footnote that Mr. Rootsaert holds investment and voting
control over Concord International.  Please explain why Mr. Rootsaert is does not hold
investment and voting control,  as previously stated.

17. We partially reissue prior comment 29.  Pl ease provide the business experience for Mr.
Alexander for the past five years.  The disclosure in the Form 8-K providing Form 10 information is as of the date initially filed.
 Executive Compensation, page 45

 18. Please revise to provide the information for each named executive officer only once in
the summary compensation table.  Such compensation should not be broken down by company and subsidiary.  Similarly revise the directors table.  Las tly, we note the Service
Agreement discussed in the related transact ions section.  Please include compensation

Cameron Reynolds VolitionRX Limited January 27, 2012 Page 5

 received by Messrs. Faulkes and/or Reynolds , from this agreement.  Item 402 of
Regulation S-K requires disc losure of all compensati on, direct and indirect.

19. Please revise to provide the disclosure requi red by Item 402(o) of Regulation S-K.  For
instance, discuss the terms of terms of empl oyment for the named executive officers.  To
the extent that you have agreed to ch anges in compensation after the business
combination, please discuss.  For instance,  we note the adoption of the 2011 Equity
Incentive Plan, as mentioned on page 49.  Also, clarify whether you have any employment agreements with the named executive officers.
 Compensation of Directors, page 47

 20. Please revise to briefly address the material terms of any agreements with your directors
whereby you pay, or will pay in the future, co mpensation to them for their services as
directors.  In this respect we note exhib it 10.19.  See Item 402(r)(3) of Regulation S-K. In
addition, please revise to addr ess the material terms of the option awards and provide the
information requested by Item 402 (r)(2)(iv) of Regulation S-K.
 Certain Relationships and Related Party Trans actions and Director Independence, page 48

21. We do not understand how your response to prior comment 31 addresses our comment
and reissue.  Please name the purchasers in your May 31, 2011 transa ction and disclose
the price per share paid as well as  the number of shares purchased.

Exhibit
 22. We note that Exhibit 10.01, 10.06, 10.08, 10.09 are missing exhibits, schedules and/or
attachments.  Please file the exhibits in their entirety.
 Exhibit 99.1

 3.Acquisition of ValiBio SA, page 10

 23. We note your response to comment 44 in our  letter dated November 23, 2011 which
provides an analysis in identifying the acquire r.  We note your basis in determining that
Singapore Volition is the acquirer of ValiB io, the Belgian subsidiary diagnostic
development business of ValiRx.  Regardless of Singapore Volition being the acquirer of
ValiBio S.A., we note that 83% of Singapore Vol itions assets relate to the acquired assets
and that your business is primar ily that of ValiBio.  Please  tell us how you determined
that ValiBio is not the predecessor of Si ngapore Volition as it appears your business
succeeded to substantially al l of the business of ValiBio  and appears that Singapore
Volition own operations before the succession were insignificant relative to the operations acquired.  In this regard, your re sponse to prior comment 10 indicates that the
business plan of Singapore Volition is to acq uire, develop and bri ng to production life

Cameron Reynolds VolitionRX Limited January 27, 2012 Page 6

 sciences technologies.  Please tell us the nature of Si ngapore Volition’s assets and
operations prior to the acquisition of ValiBio and how you determined that ValiBio is not
the predecessor of Singapore Volition.
 Note 7 – Common Stock, page 8

 24. We note you issued 300,000 warrants during the nine months ending September 30,
2011.  Please revise to disclose all of the terms of the warrants, including any anti
dilution provisions.  Tell us how you determined  that equity classification of the warrants
was appropriate.
 25. Regarding your service agreement with Volit ion Research Limited in which you issued
350,000 shares of common stock, please clarify th e services that they will be providing
the company.  In this regard, you disclose that  they will be performing R&D activities.  If
that is the case, please tell us how you determined it is appr opriate to capitalize the fees
you paid for research and developm ent in accordance with ASC 730.
 Exhibit 99.2

 1.Basis of Presentation, page 5

26. You state that your pro forma balance gives effect  to the transaction as  if it occurred on
October 6, 2011.  Article 11 requires that you r balance sheet be computed assuming the
transaction was consummated on the date of the latest balance sheet included in the
filing.  Please revi se accordingly.
 Exhibit 99.3

 Condensed Consolidated Statement of Operations, page 3

 27. Please classify stock based compensation in the same line item(s) you classify
compensation paid in cash.  In this regard, please revise to recl assify your share-based
payment arrangement to the appropriate line it em in the statement of operations.  Refer to
SAB Topic. 14:F.  Please ensure that you revi se your proforma statem ent of operations in
Exhibit 99.2.

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.

Cameron Reynolds VolitionRX Limited January 27, 2012 Page 7

 You may contact Brian McAllister at (202)  551-3341 or Melissa Rocha at (202) 551-
3854 if you have questions regarding comments on th e financial statements and related matters.
Please contact Jay Williamson at (202) 551-3393  or Pam Howell at (202) 551-3357 with any
other questions.
Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director

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SEC Response Letter

January 11, 2012

Jay Williamson

Securities and Exchange Commission

Division of Corporation fFinance

100 F Street N.E.

Washington, DC 20549

Re:

VolitionRX Limited

Form 8-K

Filed October 13, 2011

File No. 000-30402

Form 8-K/A

Filed November 1, 2011

Dear Mr. Williamson:

VolitionRX Limited, a Delaware corporation (the “Company”), has received and reviewed your letter of November 23, 2011, pertaining to the Company’s Form 8-K (the “Filing”) filed October 13, 2011 and the Company’s Form 8-K/A filed November 1, 2011 with the Securities & Exchange Commission (the “Commission”).

Specific to your comments, our responses below are in addition to those filed via the Edgar system:

FORM S-1

The following numbered responses correspond to those numbered comments as set forth in the comment letter dated November 23, 2011.

Form 8-K, filed October 13, 2011

General

1.

Please tell us and disclose the fiscal year end that will be adopted by the post merger entity.

RESPONSE:  Effective December 1, 2011, the Company’s Board of Directors approved a change in the Company's fiscal year end from August 31st to December 31st, as reported on the Company’s Current Report on Form 8-K filed with the SEC on December 1, 2011.

2.

Please amend your Form 8-K to update your financial statements of Volition Rx Limited for the quarter ended September 30, 2011. Also note that the Form 10-K for Standard Capital Corporation is due 90 days after year end (August 31, 2011) as the registrant remains subject to Exchange Act Rules requiring an annual report.

RESPONSE:  We have amended the Filing to include the unaudited consolidated financial statements of VolitionRX Limited for the nine months ended September 30, 2011 as Exhibit 99.03.  Additionally, the Company filed a Form 10-K for the year ended August 31, 2011 with the SEC on November 29, 2011.

3.

Please note that Item 2.01(f) and 5.01(a)(8) of Form 8-K require the provision of Form 10 information for Volition as it is the acquiring entity and the entity whose operations are more relevant on a going forward basis. In several places, such as under Financial Information on page 25, Executive Compensation on page 35, and Certain Relationships and Related Party Transactions and Director Independence on page 36, it is unclear whether you have presented information responsive to Items 303, 402(m)-(r), and 404(d) for Volition for the relevant periods. In this respect your attention is directed to comment one from our letter dated October 21, 2011. Please revise or advise, as appropriate.

RESPONSE:  We have revised the Filing throughout as requested.

150 Orchard Road

Orchard Plaza 08-02

Singapore 238841

4.

Please provide a separate section addressing Section 5.06 of Form 8-K Change in Shell Company Status.

RESPONSE:  We have revised the Filing to address Section 5.06 of Form 8-K Change in Shell Company Status.

Forward Looking Statements

5.

We note your references to Section 27A of the Securities Act and Section 21E of the Exchange Act. Be advised these sections expressly state that the safe harbor for forward looking statements does not apply to statements made by companies that issue penny stock. Please either:

·

delete any reference to the Private Securities Litigation Reform Act; or

·

make clear, each time you refer to the Litigation Reform Act, that the safe harbor does not apply to your company.

RESPONSE:  We have revised the Filing to remove any references to Section 27A of the Securities Act and Section 21E of the Exchange Act.

Item 1.01

6.

Please address, in greater detail, the material terms of the share exchange agreement and the impact they may have on investors going forward. Without limit, we note Section 2.3 Outstanding and Future Issuances of Warrants of Volition, Section 5.2 Cancellation of SNDC Shares, and Section 5.3 Reverse Stock Split of SNDC.

RESPONSE:  We have revised the Filing on Page 2 to include the following language:

“On September 26, 2011, the Company, then under the name Standard Capital Corporation, and its controlling stockholders (the “Controlling Stockholders”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Singapore Volition Pte Limited, a Singapore registered company (“Singapore Volition”) and the shareholders of Singapore Volition (the “Volition Shareholders”), whereby the Company acquired 6,908,652 (100%) shares of common stock of Singapore Volition (the “Volition Stock”) from the Volition Shareholders.  In exchange for the Volition Stock, the Company issued 6,908,652 shares of its common stock to the Volition Shareholders.   The Share Exchange Agreement contains customary representations, warranties and conditions to closing.  The Share Exchange Agreement closed on October 6, 2011.

Section 2.3 of the Share Exchange Agreement provides that there are 750,000 outstanding and unexercised warrants of Singapore Volition and Singapore Volition intends to issue an additional 900,000 warrants to its affiliates through a stock incentive plan.  As a result of the Share Exchange Agreement, each outstanding and unexercised warrant or option of Singapore Volition, by operation of law, became a warrant or option of the Company.  The exercise of these warrants would increase the amount of issued and outstanding shares of the Company’s common stock and cause the Company’s shareholders to suffer dilution in their ownership interests.  Additionally, this may dilute the book value of the common stock, and that dilution may be material.   Further, the resulting increase in the issued and outstanding shares of common stock of the Company may make it more difficult for shareholders of the Company to sell their shares on the market at a time and price that the shareholders deem appropriate.

Section 2.4 of the Share Exchange Agreement discloses that Singapore Volition is also a party to a Share Purchase Agreement (“Purchase Agreement”) with ValiRX PLC, a registered company of England and Wales (“ValiRX”) dated September 22, 2010 and subsequently amended on June 9, 2011. Pursuant to that Purchase Agreement, Singapore Volition shall purchase all of the shares held by ValiRX in ValiBio SA (“ValiBio”). In exchange for the ValiBio shares, Singapore Volition shall issue stock with a value of $1,110,000 USD in either Singapore Volition or, following the closing of the Share Exchange Agreement, in the Company, in accordance with the terms and provisions of the Purchase Agreement. On December 6, 2011, the Company issued shares of common stock with a value of $1,110,000 USD to ValiRX.  As a result of the share issuance, existing shareholders of the Company experienced dilution in their ownership interests.  The Company cannot predict what effect, if any, the share issuance will have on the market price of its common stock.

2

Sections 5.2 and 5.3 of the Share Exchange Agreement provide that, prior to the closing of the agreement, a total of 265,000 shares of common stock of the Company shall be cancelled and the Company shall complete a 0.6-for-1 reverse split of the Company’s then 2,020,000 issued and outstanding shares of common stock, resulting in 1,212,000 shares of the Company’s common stock issued and outstanding following the cancellation and reverse split.  Subsequently, the Company and Singapore Volition mutually agreed to modify the condition that the Company complete a reverse split and, in lieu thereof, that the Company shall cancel forty percent (40%) of the 2,020,000 shares of the Company’s then issued and outstanding common stock, resulting in 1,212,000 shares of the Company’s common stock issued and outstanding following the cancellation.  The material effect of the cancellations of shares is that the existing shareholders of the Company now have greater ownership interests in the Company and may have more influence or control and greater ability to delay, defer or prevent any potential changes in control of the Company.  However, with a smaller number of issued and outstanding shares of the Company, it may be more difficult for a strong public market for our common stock to develop and if it does not develop, investors may not be able to resell their shares of common stock and may lose all of their investment.  Further, a smaller public float may cause our stock price to be very volatile and fluctuate widely.

The foregoing summary description of the terms of the Share Exchange Agreement may not contain all information that is of interest to the reader. For further information regarding specific terms and conditions of the Share Exchange Agreement, this reference is made to such agreement, which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2011, and incorporated herein by this reference.”

Item 3.02

7.

Please expand to provide the information requested by Item 701(d) of Regulation S-K. In this regard you should specify the Securities Act section or rule under which you claim an exemption and briefly summarize the facts you relied upon to make the exemption available.

RESPONSE:  We have revised the Filing on Page 3 to include the following language:

“Exemption from Registration. The shares of common stock referenced herein were issued to the Volition Shareholders in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder, or Regulation S for offers and sales of securities outside the U.S.  The Share Exchange Agreement is an exempt transaction pursuant to Section 4(2) of the Securities Act as the share issuance to the Volition Shareholders was a private transaction by the Company and did not involve any public offering.  Additionally, we relied upon the exemption afforded by Rule 506 of Regulation D of the Securities Act which is a safe harbor for the private offering exemption of Section 4(2) of the Securities Act whereby an issuer may sell its securities to an unlimited number of accredited investors, as ten (10) out of the thirty-eight (38) Volition Shareholders are “accredited investors” as that term is defined in Rule 501 of Regulation D.  Further, we relied upon the safe harbor provision of Rule 903 of Regulation S of the Securities Act which permits offers or sales of securities by the Company outside of the United States that are not made to “U.S. persons” or for the account or benefit of a U.S. person, as twenty-eight (28) of the thirty-eight (38) Volition Shareholders are not “U.S. persons” as that term is defined in Rule 902 of Regulation S.”

Item 5.01

8.

Please provide the percentage of voting securities now beneficially owned by the Volition shareholders. See Item 5.01(a)(3) of Form 8-K.

RESPONSE:  We have revised the Filing on Page 4 to include the following language:

“Immediately following the closing of the Share Exchange Agreement, the Volition Shareholders beneficially owned 85.08% of the voting securities of the Company.  The new shares of the Company's capital stock issued to the Volition Shareholders in connection with the Share Exchange Agreement were not registered under the Securities Act but were issued in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder, or Regulation S for offers and sales of securities outside the U.S.  These securities may not be offered or sold absent registration or an applicable exemption from the registration requirements. Certificates representing these shares contain a legend stating the same.

The Share Exchange Agreement is being accounted for as a "reverse acquisition," as the Volition Shareholders own a majority of the outstanding shares of the Company's capital stock immediately following the closing of the Share Exchange Agreement. The Board of Directors and management, after the Share Exchange Agreement, are comprised of Singapore Volition’s management team. Furthermore, the operations of Singapore Volition are the continuing operations of the Company, therefore, Singapore Volition is deemed to be the acquirer in the reverse acquisition.”

3

9.

Please provide the information requested by Item 5.01(a)(6) of Form 8-K.

RESPONSE:  We have revised the Filing on Page 4 to include the following language:

“Immediately following the closing of the Share Exchange Agreement, the Volition Shareholders beneficially owned 85.08% of the voting securities of the Company.  The new shares of the Company's capital stock issued to the Volition Shareholders in connection with the Share Exchange Agreement were not registered under the Securities Act but were issued in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder, or Regulation S for offers and sales of securities outside the U.S.  These securities may not be offered or sold absent registration or an applicable exemption from the registration requirements. Certificates representing these shares contain a legend stating the same.

The Share Exchange Agreement is being accounted for as a "reverse acquisition," as the Volition Shareholders own a majority of the outstanding shares of the Company's capital stock immediately following the closing of the Share Exchange Agreement. The Board of Directors and management, after the Share Exchange Agreement, are comprised of Singapore Volition’s management team. Furthermore, the operations of Singapore Volition are the continuing operations of the Company, therefore, Singapore Volition is deemed to be the acquirer in the reverse acquisition.”

Item 8.01

10.

Please provide a brief corporate history of Singapore Volition.

RESPONSE:  We have revised the Filing on Page 6 to include the following language:

“Singapore Volition (registration number 201016543R) was incorporated on August 5, 2010 in Singapore as a Limited Private Company.  The business plan of Singapore Volition is to acquire, develop and bring to production life science technologies.  Singapore Volition has two subsidiaries, Belgian Volition SA (formerly ValiBio SA), a Belgium registered company incorporated on July 23, 2007 (“Belgian Volition”), and HyperGenomics Pte Limited, a Singapore registered company incorporated on March 7, 2011 (“HyperGenomics Pte Limited”).  Singapore Volition purchased 99.9% of the shares of Belgian Volition from ValiRX PLC (“ValiRX”) pursuant to that certain Share Purchase Agreement with ValiRX dated September 22, 2010, and subsequently amended on June 9, 2011.  Copies of the Share Purchase Agreement and Amendment are attached hereto as Exhibits 10.08 and 10.15, respectively.  As a result, Belgian Volition became a subsidiary of Singapore Volition.  On March 7, 2011, Singapore Volition formed Hypergenomics Pte Limited as a wholly-owned subsidiary.”

Description of our Business, page 4

11.

Please revise the disclosure throughout your document to consistently characterize your development stage and the status of your proposed products. For example, on page five you state your “range of products will continue to expand” and refer to “existing products.” However, on page four and elsewhere you state you are a “development stage” company with no revenues. Your revised disclosure should address:

·

the status of tests under development, including milestones achieved and required to be achieved prior to commercialization;

·

the status of any required governmental approvals;

·

the detailed results of any efficacy studies conducted; and,

·

the timeframe and estimated expenditures required to commercialize your tests.

RESPONSE:  We have revised the Filing throughout to include the requested information.

12.

Provide the basis for

CORRESP
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SEC Correspondence

January 6, 2012

Jay Williamson

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

Re:

VolitionRX Limited

Form 8-K

Filed October 13, 2011

File No. 000-30402

Form 8-K/A

Filed November 1, 2011

Dear Mr. Williamson:

VolitionRX Limited, a Delaware corporation (the “Company”), has received and reviewed your letter of November 23, 2011 (the “Comment Letter”), pertaining to the Company’s Form 8-K (the “Filing”) filed October 13, 2011 and the Company’s Form 8-K/A  filed November 1, 2011 with the Securities & Exchange Commission (the “Commission”).

Per my discussion today with Brian McAllister, we hope to submit our written reply to the Commission no later than January 11, 2012, as the Company is still in the process of reviewing the financial statements and notes to the financial statements in response to the Comment Letter.  Again, we apologize for the delay in responding to the Comment Letter.

In connection with the comments in your letter, we acknowledge 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 United States.

Again, we apologize for our delay.  Please do not hesitate to contact us if you have any questions or comments in regard to this letter or the information contained herein.

Very truly yours,

VolitionRX Limited

/s/ Cameron Reynolds

Cameron Reynolds

President and Chief Executive Officer

150 Orchard Road

Orchard Plaza 08-02

Singapore 238841

CORRESP
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SEC Correspondence

December 21, 2011

Jay Williamson

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

Re:

VolitionRX Limited

Form 8-K

Filed October 13, 2011

File No. 000-30402

Form 8-K/A

Filed November 1, 2011

Dear Mr. Williamson:

VolitionRX Limited, a Delaware corporation (the “Company”), has received and reviewed your letter of November 23, 2011 (the “Comment Letter”), pertaining to the Company’s Form 8-K (the “Filing”) filed October 13, 2011 and the Company’s Form 8-K/A  filed November 1, 2011 with the Securities & Exchange Commission (the “Commission”).

On December 6, 2011, the Company requested an extension from the Commission to submit a written reply to the Comment Letter by December 23, 2011.  However, the Company is still in the process of preparing and reviewing the financial statements of Singapore Volition for the quarter ended September 30, 2011, pursuant to Comment No. 2 in the Comment Letter.  Per my discussion today with Brian McAllister, we hope to submit our written reply to the Commission within 10 business days of today’s date, no later than January 6, 2012.  Again, we apologize for the delay in responding to the comment letter.

In connection with the comments in your letter, we acknowledge 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 United States.

Again, we apologize for our delay.  Please do not hesitate to contact us if you have any questions or comments in regard to this letter or the information contained herein.

Very truly yours,

VolitionRX Limited

/s/ Cameron Reynolds

Cameron Reynolds

President and Chief Executive Officer

150 Orchard Road

Orchard Plaza 08-02

Singapore 238841

CORRESP
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SEC Letter

December 6, 2011

Jay Williamson

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

Re:

VolitionRX Limited

Form 8-K

Filed October 13, 2011

File No. 000-30402

Form 8-K/A

Filed November 1, 2011

Dear Mr. Williamson:

VolitionRX Limited, a Delaware corporation (the “Company”), has received and reviewed your letter of November 23, 2011, pertaining to the Company’s Form 8-K (the “Filing”) filed October 13, 2011 and the Company’s Form 8-K/A  filed November 1, 2011 with the Securities & Exchange Commission (the “Commission”).

Per our discussion today, we hope to submit our written reply to the Commission no later than December 22, 2011, as the Company is still in the process of preparing the financial statements of Singapore Volition for the quarter ended September 30, 2011, pursuant to Comment No. 2 in the comment letter dated November 23, 2011.  We apologize for the delay in responding to the comment letter.

In connection with the comments in your letter, we acknowledge 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 United States.

Again, we apologize for our delay.  Please do not hesitate to contact us if you have any questions or comments in regard to this letter or the information contained herein.

Very truly yours,

VolitionRX Limited

/s/ Cameron Reynolds

Cameron Reynolds

President and Chief Executive Officer

150 Orchard Road

Orchard Plaza 08-02

Singapore 238841

November 23, 2011
 Via Email

Cameron Reynolds President and Chief Executive Officer VolitionRX Limited 150 Orchard Road Orchard Plaza 08-02 Singapore 238841
Re: VolitionRX Limited
 Form 8-K
Filed October 13, 2011 File No. 000-30402
  Form 8-K/A
  Filed November 1, 2011
Dear Mr. Reynolds:
 We have reviewed your filing 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 8-K, filed October 13, 2011

 General

 1. Please tell us and disclose the fiscal year end that will be adopted by the post merger
entity.
2. Please amend your Form 8-K to update your fi nancial statements of Volition Rx Limited
for the quarter ended September 30, 2011.  Also  note that the Form 10-K for Standard
Capital Corporation is due 90 days after y ear end (August 31, 2011) as the registrant
remains subject to Exchange Act Ru les requiring an annual report.

Cameron Reynolds VolitionRX Limited November 23, 2011 Page 2

3. Please note that Item 2.01(f) and 5.01(a)(8) of  Form 8-K require the provision of Form 10
information for Volition as it is the acquiri ng entity and the entity whose operations are
more relevant on a going forward basis.  In several places, such as under Financial
Information on page 25, Executive Compensation on page 35, and Certain Relationships and Related Party Transacti ons and Director Independen ce on page 36, it is unclear
whether you have presented information re sponsive to Items 303, 402(m)-(r), and 404(d)
for Volition for the relevant periods.  In this respect your attention is directed to comment
one from our letter dated October 21, 2011.  Please revise or advise, as appropriate.

4. Please provide a separate section addressing Section 5.06 of Form 8-K Change in Shell
Company Status.
 Forward Looking Statements

5. We note your references to Section 27A of the Securities Act and Section 21E of the
Exchange Act.    Be advised these sections e xpressly state that the safe harbor for forward
looking statements does not apply to statem ents made by companies that issue penny
stock.  Please either:

 delete any reference to the Private Securities Litigation Reform
Act; or
 make clear, each time you refer to the Litigation Reform Act, that the safe
harbor does not apply to your company.
 Item 1.01

6. Please address, in greater detail, the material  terms of the share exchange agreement and
the impact they may have on investors going forward.  Without limit, we note Section 2.3
Outstanding and Future Issuances of Warra nts of Volition, Section 5.2 Cancellation of
SNDC Shares, and Section 5.3 Reverse Stock Split of SNDC.
 Item 3.02

7. Please expand to provide the information request ed by Item 701(d) of Regulation S-K.  In
this regard you should specify the Securities Act section or rule under which you claim an
exemption and briefly summarize the fact s you relied upon to make the exemption
available.
 Item 5.01

8. Please provide the percentage of voting securi ties now beneficially  owned by the Volition
shareholders.  See Item 5.01(a)(3) of Form 8-K.

Cameron Reynolds VolitionRX Limited November 23, 2011 Page 3

 9. Please provide the information requested by Item 5.01(a)(6) of Form 8-K.
 Item 8.01

10. Please provide a brief corporate history of Singapore Volition.
 Description of our Business, page 4

11. Please revise the disclosure throughout your document to consisten tly characterize your
development stage and the status of your pr oposed products.  For example, on page five
you state your “range of products will cont inue to expand” and refer to “existing
products.”  However, on page four and elsewhere you state you are a “development
stage” company with no revenues.  Your  revised disclosure  should address:

  the status of tests under development, including milestones achieved and required to
be achieved prior to commercialization;
  the status of any required governmental approvals;
 the detailed results of any e fficacy studies conducted; and,
  the timeframe and estimated expenditures required to commercialize your tests.

12. Provide the basis for your belief on page four th at your “tests will be able to better detect
and characterize cancer and othe r disease states than existi ng methods” given that you are
a development stage company or remove such disclosure.  Similarly, provide the basis for other statements made in the business secti on, such as the statement on page eight that
you believe your tests will be adopted quickly in the healthcare market.

13. Please provide the basis for the statement on page seven that the company will bring its
suite of NuQ blood tests to the market at the end of 2011, given the governmental
approvals that relate to  your proposed products.

14. We note several pictures rela ting to your proposed products, such as the mock-up of a
typical kit on page seven.  Please remove these pictures or re vise to add language
immediately following these photos to clarify th e lack of a product to date and that there
is no guarantee one will be developed.

15. On page six and elsewhere you make statem ents concerning your proposed products and
the results achieved to date.  For example you state you have “develope d tests for some of
the major nucleosome varieties and [you] ha ve shown [you] can detect the nucleosome
patterns …” and “[t]o date, ever y blood sample taken from patie nts with cancer that [you]
have tested is clearly positive in both of the NuQ-X tests (100%).  All blood samples taken from healthy patients have tested clea rly negative in both tests (0%).  Please revise
to substantiate all statements addressing th e efficacy of your proposed products.  Where
such statements are based on the results of scientific studie s, please clarify:

Cameron Reynolds VolitionRX Limited November 23, 2011 Page 4

  the nature and results of the studies performed, includi ng the number of samples
involved and the confidence levels associated with the results;
 who was responsible for performing the studies;
 whether the studies have been publishe d in any peer reviewed journals

In addition, please provide us copi es of any studies summarized.

16. On page nine you state “[t]he potential tota l market size for NuQ self-tests is over a
billion dollars annually, based on 30 million test  sales worldwide per year.”  You also
indicate the potential market  for your HyperGenomics tests would be in the hundreds of
millions of dollars. Please provide the basis for these statements, given your development stage or remove these statements.

17. We note several promotional statements th roughout your document such as your page
nine statement that your “hypergenomic t echnology has the potential  to be as ground
breaking and revolutionary as [your] NuQ suite  of tests …” and your statement on page
11 that you “expect rapid growth  as [your] products become st andard …” Please revise to
remove this and similar statements or provide  us with the basis fo r your conclusion that
your products are “ground br eaking and revolutionary.”

18. Discuss the lower regulatory ba rriers to the research mark et mentioned on page 10 and
where you are in the regulatory process for the research market.

19. Please provide a more detailed discussion of your plan of operations on page 10.  Discuss
in greater detail each milestone, the anticipated  time frame, the estimated costs, and the
impact that lack of funding will have upon the time frame.

20. Your disclosure on page 11 under Intellect ual Property indica tes you have patents
pending relating to several of your proposed tests.  Please disclose  the dates of the
applications .

21. Discuss in greater detail the “certain standa rds” and “certain pro cedures” you must follow
to receive the CE Mark.  Discuss in greater detail the governmental approval process, as
required by Item 101(h)(4)(viii) of Regulation S-K.  In addition, discuss the estimated
costs associated with the regulatory appr oval in the EU and in the United States.

22. Please discuss the material terms of the license  agreements and the material terms of the
acquisition of the patent applic ation for the endometriosis te st in June 2011.  See Item
101(h)(4)(vii) of Regulation S-K.

23. We note the disclosure in the last risk factor on page 21 rega rding the handling of
hazardous materials and that you may be subject to environmental liability.  Please provide the disclosure required by It em 101(h)(4)(xi) of Regulation S-K.

Cameron Reynolds VolitionRX Limited November 23, 2011 Page 5

 24. Please clarify the material terms of the Soft Repayable Grant and loan referred to on page
15.

25. Please provide the disclosure requested by It em 101(h)(4)(x) and (xii) of Regulation S-K.

Risks Associated with our Business, page 20

26. We note your page 22 risk factor that you re ly on third parties to manufacture and supply
your products.  In an appropriate location, pl ease summarize the material terms of these
arrangements.  In addition, please file any material agreements.
 Security Ownership of Certain Benefi cial Owners and Management, page 28

27. Please provide the disclosure required by Item 403(b) of Re gulation S-K.  For instance,
we note that you have not provided the disclo sure for each director individually.  In
addition, please include Mr. Root saert in the table individually, since he is the beneficial
owner of the shares held by Concord International.  Las tly, the amount owned by officers
and directors as a group should be revised to  reflect the shares beneficially owned by
officers and directors, such as the shar es held through Conc ord International.

Directors and Executive Officers, page 29

28. It is unclear whether your ex ecutive officers were involved w ith Singapore Volition prior
to the share exchange agreement. If so, pleas e revise the disclosure in this section to
provide the information required by Item 401( e) of Regulation S-K for each executive
officer, and as applicable scientific executives.
 29. Please provide the business experience for Mr. Innes for the past five years.  The only
disclosure provided for that time period we re non-executive board positions.  Similarly,
provide more specific business experience for Mr. Alexander.

30. Please remove the financial information rega rding prior business experience, as such
information does not present the complete financial information about those companies or transactions.

Certain Relationships and Related Party Trans actions, and Director Independence, page 36

31. We note your disclosure that, on May 31, 2011 “officers, directors, and their family
members acquired 12%” of your stock.  Please na me the purchasers and disclose the price
per share paid as well as the number of shares purchased.

Cameron Reynolds VolitionRX Limited November 23, 2011 Page 6

 Market Price of and Dividends on the Regist rant’s Common Equity and Related Stockholder
Matters, page 37

32. Please provide the information requested by Item 201(a)(iii) of Regulation S-K.
 Description of the Registrant’s Securities, page 38

33. Please provide the disclosure requir ed by Item 202 of Regulation S-K.
 Changes in and Disagreements with Accountants  on Accounting and Financial Disclosure, page
38
 34. We note that Standard Capital Corporation and Singapore Volition PTE, Ltd. both
engaged different independent auditors prior to the merg er.  Please confirm who the
independent auditor will be going forwar d for the combined company.  A reverse
acquisition always involves a change in acc ountants unless the same accountant audited
the pre-merger financial statements of both the operating company and the registrant.
The independent accountant that  will no longer be associat ed with the registrant’s
financial statements is considered the pred ecessor accountant.  Pleas e revise your Form 8-
K to include the required  disclosures in Item 304 of Regulation S-K.

Exhibits

35. Exhibits 3.01(b), 10.01, 10.02, 10.03, 10.04, 10.05, 10.06, 10.07, 10.08, 10.09, 10.10,
10.11, 10.12, 10.13, and 10.14 are filed in an improper el ectronic format.  Please note that
while you may file electronic documents as an  image as an unofficial copy, you must still
file your exhibits with an acceptable format.  Refer to Rule 102(a) of Regulation S-T and Section 2.01 of Volume II of the E DGAR Filer Manual.  Please revise.

36. We note several of your exhibits, including 10.05  and 10.06 appear to be filed in French.
Please revise to file English translations , as required by Rule  12b-12(d)(2) of the
Exchange Act.

37. Please file the Letter of Appointment with Dr. Faulkes on July 13, 2011 as an exhibit.

38. We note that Exhibits 10.01, 10.04, and 10.12 ha ve redacted portions of the exhibit
without filing a confidential treatment request pursuant to Rule 24b-2.  Please either file
the exhibits in their entirety or file a confidential treatment request.

Cameron Reynolds VolitionRX Limited November 23, 2011 Page 7

 Form 8-K/A filed on November 1, 2011

 Exhibit 99.1

 39. Where a comment is proposed on the interim fi nancial statements and may also apply to
the annual statements please make the a ppropriate revisions, where applicable.
 Unaudited Consolidated Financial statements

 40. Please amend your Form 8-K to include the stat ements of changes in shareholders’ equity
for the interim period presented of Singapore Volition Pte. Ltd.
 Consolidated Statement of Cash Flows, page 4

 41. Please tell us how you present the ValiBio SA  acquisition in your statement of cash flows
and explain why the acquisition is  not one line item in the i nvesting activities  section of
this statement.  Tell us how you considered FASB ASC 230-10-45-13.
42. You present on your statement of cash flows th at you issued shares to settle debt of
$318,244 during the six months ending June  30, 2011 and $753,404 from the date of
inception to June 30, 2011.  We further note you r related party loan balance decreased
from December 31, 2010 to June 30, 2011.  Tell us  if the shares issued to pay down debt
were issued to related parties in payment of you r debt to them.  If so, please disclose the
number of shares issued and the fair  value used to for settlement.
 Notes to Financial Statements, page 5

 2. Summary of Significant A ccounting Policies, page 5

 g) Foreign Currency Translation, page 6

 43. Please clarify whether your functional and re porting currency is the Euro or the U.S.
dollar.  In this paragraph you disclose that your functional cu rrency is the U.S. dollar but
on page seven under i) Comprehensive loss you di sclose recording the effects of foreign
currency translation from the Euro to the U.S. dollar.
 3. Acquisition of ValiBio SA, page 8

 44. We note the assets acquired in  the acquisition of ValiBio SA  in October 2010 represented
83% of Singapore Volition’s total assets at  December 31, 2010.  Please tell us how you
considered whether ValiBio SA should be  presented as a predecessor to Singapore
Volitions.  Please tell us how your presenta tion of ValiBio is appropriate and how you
determined that the historical financial info rmation of ValiBio should not be presented as
Singapore Volition’s predecessor.

Cameron Reynolds VolitionRX Limited November 23, 2011 Page 8

 45. Please tell us and disclose the reasons for the changes in the amount owed to ValiRX PLC
for your acquisition of ValiBio SA from $900,000 at December 321, 2010 to $1,376,63

CORRESP
1
filename1.htm

SEC Response

November 1, 2011

Ronald E. Alper

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

Re:

VolitionRX Limited

Form 8-K

Filed October 13, 2011

File No. 000-30402

Dear Mr. Alper:

VolitionRX Limited, a Delaware corporation (the “Company”), has received and reviewed your letter of October 21, 2011, pertaining to the Company’s Form 8-K (the “Filing”) as filed with the Securities & Exchange Commission (the “Commission”) on October 13, 2011.

Specific to your comments, our responses below are in addition to those filed via the Edgar system:

FORM S-1

The following numbered responses correspond to those numbered comments as set forth in the comment letter dated October 21, 2011.

General

1.

We reviewed your Form 8-K filed October 13, 2011 and determined it does not include the required information. When a registrant ceases to be a shell company as the result of a business acquisition, a Form 8-K that includes the information required by Items 2.01, 5.06 and 9.01 must be filed no later than four business days after the consummation of the acquisition transaction. The 8-K must include the information, including financial statements that the acquired business would be required to file to register a class of securities under Section 12 of the Exchange Act using Form 10. We believe you were a shell company (as defined by Rule 12b-2 of the Exchange Act) immediately prior to the acquisition of Singapore Volition Pte Limited because you had nominal operations and assets consisting of any amount of cash and cash equivalents and nominal other assets. Accordingly, upon its initial filing, the Form 8-K should have included historical financial statements of Singapore Volition Pte Limited and pro forma financial information giving effect to the acquisition. Please amend to provide this information.

RESPONSE:  On November 1, 2011, the Company filed an Amended Current Report on Form 8-K/A to include the requested historical financial statements of Singapore Volition Pte Limited and the pro forma financial statements giving effect to the share exchange.

_________________________________________________________________________

3033 Fifth Avenue, Suite 400  |  San Diego, CA 92103

TEL: 619.546.6100  |  FAX: 619.546.6060  |  www.carrillohuettel.com

In connection with the Company’s responding to the comments set forth in the October 21, 2011 letter, the Company acknowledges 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 United States.

A copy of this letter and any related documents have also been filed via the EDGAR system. Thank you for your courtesies.

Very truly yours,

VolitionRX Limited

/s/ Cameron Reynolds

By: Cameron Reynolds

Title: President and Chief Executive Officer

October 21, 2011
 Via E-mail

Cameron Reynolds President and Chief Executive Officer VolitionRX Limited 150 Orchard Road Orchard Plaza 08-02 Singapore 238841
Re:  VolitionRX Limited
Form 8-K
Filed October 13, 2011
File No. 000-30402
Dear Mr. Reynolds:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pleas e tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.
General

1.  We reviewed your Form 8-K filed Octobe r 13, 2011 and determined  it does not include
the required information.  When a registrant c eases to be a shell company as the result of
a business acquisition, a Form 8-K that incl udes the information required by Items 2.01,
5.06 and 9.01 must be filed no later than four  business days after the consummation of
the acquisition transaction.  The 8-K must in clude the information, including financial
statements, that the acquired business would be  required to file to register a class of
securities under Section 12 of  the Exchange Act using Form 10.  We believe you were a
shell company (as defined by Rule 12b-2 of th e Exchange Act) immediately prior to the
acquisition of Singapore Volition Pte Limite d because you had nominal operations and
assets consisting of any amount of cash and cash equivalents and nominal other assets.
Accordingly, upon its initial filing, the Form 8-K should have included historical
financial statements of Singapore Voliti on Pte Limited and pro forma financial
information giving effect to the acquisition.  Please amend to provide this information.

Cameron Reynolds VolitionRX Limited October 21, 2011 Page 2

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 Exch ange Act rules require.  Since the company
and its management are in possession of all f acts 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 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 federal securities laws of the United States.
Please contact Ronald E. Alper at (202) 551-3329 or David Link at (202) 551-3356 with
any other questions.
Sincerely,
/s/ David Link for
John Reynolds
Assistant Director

cc: Angela M. Fontanini, Esq.

CORRESP
1
filename1.htm

      standardacceleration

    STANDARD
      CAPITAL CORPORATION

    2429
      - 128TH
      Street

    Surrey,
      British Columbia

    Canada,
      V4A 3W2

    (Tel:
      604-538-4898)

    February
      9, 2006

    Via
      Edgar

    Via
      Fax:
      202-772-9369

    United
      States Securities and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C.

    20549

    Re:   Standard
      Capital Corporation

 Form
      SB-2

    File
      No. 333-129622

    Attention:
      Mr. Jason Wynn

    Dear
      Mr.
      Wynn:

    Standard
      Capital Corporation (the “Company”) hereby requests that the above-captioned
      registration statement be ordered effective at 12:00 pm EST on Tuesday, February
      14, 2006, or as soon as practicable thereafter.

    The
      Company wishes to state 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
                filing;

              ●

              the
                action of the Commission or the staff, acting pursuant to delegated
                authority, in declaring the filing effective, does not relieve the
                Company
                from its responsibility for the adequate and accuracy of the disclosure
                in
                the filing, and

              ●

              The
                Company may not assert this action as a defense in any proceedings
                initiated by the Commission or any person under the federal securities
                laws of the United States.

    Yours
      very truly;

    Standard
      Capital Corporation

    /s/
      "Del Thachuk"

    Per:

    Del
      Thachuk

    Chief
      Executive Officer, President and

    Director

CORRESP
1
filename1.htm

      standard response letter jan 18, 2006

      STANDARD
        CAPITAL CORPORATION

      2429
        - 128TH
        Street

      Surrey,
        British Columbia

      Canada,
        V4A 3W2

      (Tel:
        604-538-4898)

      (Fax:
        604-538-5939)

      January
        18, 2006.

      Via:
        Edgar and

      Federal
        Express

      United
        States

      Securities
        And Exchange Commission

      100
        F
        Street, N. E.

      Washington,
        D.C.

      20549-7010

      Attention:
        Jason Wynn, Division of Corporate Finance

      Dear
        Sirs:

      Re:
         Standard
        Capital Corporation

      Registration
        Statement on Form SB-2

      Filed
        November 10, 2005

      File
        No. 333-129622

      Form
        10-KSB for Fiscal Year Ended August 31, 2005

      Filed
        October 25, 2005

      File
        No. 0-30402

      We
        acknowledge receipt of your comment letter of December 14, 2005 respecting
        our
        Registration Statement on Form SB-2 (“SB-2”) and Form 10-KSB for Fiscal Year
        Ended August 31, 2005 (“10-KSB”) noted in the caption above.

      We
        have
        enclosed three clean copies and three ‘red-line’ copies of both our SB-2A and
        10-KSBA filings, as amended, for ease of reference to the changes made to
        the
        documents detailed below. Please note we have also made an amendment to our
        Form
        10-QSB originally filed on December 20, 2005.

      Following
        are our responses to your comments which are keyed to the remarks in your
        letter
        of December 14, 2005. Please note that all page references below refer to
        the
‘red-line’ enclosed copy of our amended SB-2A,or 10-KSBA as the case may be:

          -1-

      General

              1.

                As
                  requested, we have made changes throughout the SB-2A where your
                  comments
                  were applicable to disclosure appearing in more than one location,
                  despite
                  the fact that such comment may have made reference to only one
                  location in
                  the document.

              2.

                We
                  have made amendments, throughout the SB-2A, to make plain that
                  Standard
                  (i) is the owner of one, and only one, mineral property, and (ii)
                  has a
                  limited operating history and has not generated any revenues since
                  inception. In particular we refer you to ‘Summary of Prospectus’, page 6,
                  where we have added language to make plain we have a limited operating
                  history and only one mineral property; Risk Factors, page XX, paragraphs
                  2
                  and 13. where we have added language to make clear the Standard
                  Claim is
                  our sole property; the section ‘Business, sub-section ‘Our Business’, page
                  20, we deleted reference to ‘acquisition of mineral properties’ and
                  stressed that our business today is confined to exploration of
                  the
                  Standard Claim; and in ‘Management Discussion and Analysis’ page 25, we
                  added specific reference to our limited operating history and ‘sole
                  property’ status.

              3.

                We
                  have updated our financial disclosure throughout to November 30,
                  2005, the
                  date of our most recent quarterly financial statements, and to
                  December
                  31, 2005 or later where possible. With respect to our OTC Bulletin
                  Board
                  application we have made plain that such application will be made
                  after
                  this Registration Statement becomes effective; see Risk Factors,
                  page 12,
                  paragraph 17.; and ‘Description of Securities, subsection ‘Market
                  Information’, page 39;

      We
        have
        enclosed an updated consent from our independent auditors. See Exhibit
        23(1).

      Prospectus
        Summary, Page 3

              4.

                We
                  have amended the wording as requested to make plain that the Summary
                  addresses all material
                  information. See opening paragraph, ‘Summary of Prospectus’, page
                  7.

              5.

                Edward
                  Skoda is an independent mineral consultant with whom Standard has
                  a long
                  standing business relationship. Mr Skoda was engaged by Standard
                  to locate
                  and stake the Standard Claim and to conduct exploration work on
                  the claim
                  on behalf of the Company over the past few years. Now that title
                  to the
                  Standard Claim has been transferred to my name, the disclosure
                  concerning
                  title to the claim has been amended to reflect this, in the ‘Prospectus
                  Summary’, page 6, and in ‘Business’, subsection ‘Business Development of
                  Issuer Since Inception’, page 20. In this latter section we did spell out
                  the nature of Mr. Skoda’s relationship to

          -2-

      the
        Company. I am enclosing a copy obtained on-line from the website of the Ministry
        of Energy and Mines for the Province of British Columbia which verifies the
        Standard claim has been transferred to my name under my personal Free Miners
        License. Mr. Skoda no longer has any authority to deal with or transact any
        business with regards to the Standard claim.

      Selected
        Financial Information, page 4

              6.

                We
                  completed the private placement on September 30, 2005. We have
                  made this
                  clear throughout the registration statement by replacing the “subsequent
                  to August 31, 2005” or “in September 2005” language with the specific
                  date; see ‘Selected Financial Information, page 7; ‘Business’ page 20;
                  ‘Management Discussion and Analysis, page 27; ‘Executive Compensation’,
                  page 35;

              7.

                We
                  have revised this disclosure to account for the application of
                  the entire
                  proceeds of the private placement. We have corrected the error
                  noted so
                  that the amount spent together with the amount remaining now equals
                  the
                  total proceeds of the offering. See page
                  7.

              8.

                We
                  have rectified the errors referred to in’ Selected Financial Information’.
                  The figures shown here now correspond with those in our audited
                  financial
                  statements as well as out November 30, 2005 un-audited statements
                  included
                  in this amendment to our registration statement. See page 7.

      Risk
        Factors, page 5

      If
        we
        don’t raise enough money for exploration, page 6

      9.
        We
        have added the sentence: “We estimate that we have sufficient cash on hand to
        continue operations…..” to “Risk Factor”
        6
        (see
        page 9), and have also made a corresponding change to “Management's
        Discussion and Analysis or Plan of Operations”, see
        page
        25.

      Because
        we may be unable to meet property maintenance requirements, page
        8

      10.
        We
        have added the sentence: “The aggregate minimum we must expend annually is
        approximately $3,100.” to “Risk Factors” 12, (see page 11), thus explicitly
        stating the annual obligation that must be fulfilled to maintain our interest
        in
        the Standard Claim. See also ‘Business’, subsection ‘Standard Claim’, in the
        paragraph immediately following the table providing details on the Standard
        Claim, where we stated clearly that it is an annual obligation.

          -3-

      Selling
        Security Holders, page 13

      11.
        We
        have added language to make clear we have described all material relationships
        in accordance the instructions in Item 507 of Reg. S-B. See the paragraph
        added
        following the table in ‘Selling Security Holders’, page 18.

      Plan
        of Distribution, page 15

      12
        We
        decided to removed the right of selling security holders to make ‘short sales’
See ‘Plan of Distribution’, page 19.

      Business,
        page 16

      Business
        development of issuer since inception, page 16

      13.
        We
        have given an explanation as to the application of the $3,050 in initial
        seed
        capital and have added language here to describe what ‘staking’ means. See page
        19.

      14.
        The
        geologist who prepared the 1999 geological report referred to was Calvin
        Church.
        See page 20. The consultant who undertook our 2005 work program was Edward
        Skoda. See page 20, where we have added wording to disclose these
        facts.

      15.
        We
        have neither identified Calvin Church as an ‘expert’ nor filed his report since
        we are not relying on Mr. Church or his report in terms of our decision to
        continue to maintain our interest in, and carry out exploration work on,
        the
        Standard Claim. Mr. Church’s property review report was prepared over six years
        ago. Given the passage of time and the work undertaken on the Standard Claim
        in
        the intervening period we considered it appropriate to have an ‘expert’ prepare
        a current report and work recommendation on the Standard Claim. Mr. Church
        was
        unavailable. We hired Mr. Timmins in his stead. The Timmins Report, for which
        his consent has been filed as you have noted, supersedes and replaces the
‘out
        of date’ report prepared by Mr. Church in 1999. Indeed, the work we propose to
        carry out on the Standard Claim is based entirely on the Timmins Report’s
        recommendations.

      16.
        We
        have added language to describe the work undertaken on the Standard Claim
        during
        2005. We refer you to page 20 for the wording describing the 2005 work program
        added to this section.

      We
        have
        also added language to (i) make plain our intention to file proof of this
        work
        with the Ministry, and (ii) the consequences of our failure to do so. Please
        see
        page 20 in this section as well as ‘Risk Factors’-12, page 11.

      Management’s
        Discussion and Analysis,.page 21

      17.
        See
        page 26 where we have added the sub-section ‘Trends’.

          -4-

      Our
        planned exploration program, page 23

      18.
        The
        basis for our “…anticipated exploration costs over the next twelve months…” of
        $25,000 is the Phase I work recommendation contained in the Timmins Report.
        We
        have modified the language in this section, see page 27, to make plain that
        this
        is the work we anticipate carrying out over the next twelve months, subject
        to
        our having cash available for this purpose. Please note the amount of $25,000
        has been reduced to $22,000 in this paragraph to reflect the work performed
        on
        the Standard claim in November 2005. This exploration work will be filed
        in
        early February prior to the expiry of the Standard claim.

      Principal
        Shareholders, page 32

      19.The
        word “required”’ referred to in this comment was a typographical error. It
        should have stated “…to which such share may be acquired
        in the
        next 60 days….”. This ‘typo’ has been corrected. See page 37.

      Market
        Information, page 35.

      20.
        We
        have corrected the erroneous language, which was inadvertent; to make clear
        that
        if our shares are not traded on the OTCBB there will be no market for them.
        See
        page 39.

      21.
        The
        reference to “Henley” in the quote contained in your comment was a typographical
        error. The reference should have been to ‘Standard” and the requisite change has
        been made to page 39.

      Additional
        Information, page 37

      22.We
        have replaced the erroneous address for the SEC with the current address.
        See
        page 42.

      Undertakings,
        page 63

      Subsequent
        to receipt of your comment letter we learned of modifications to Item 512
        of
        Regulation S-B. We have amended the wording of this section of our registration
        statement accordingly. See page 63.

      Form
        10_KSB for the Fiscal Year Ended August 31, 2005

      Description
        of Property, page 11

      23.
        On
        page 12 of the amended Form 10-KSB certain references to other properties
        have
        been deleted.

          -5-

      Control
        and Procedures, page 18

      24.
        The
        first paragraph on page 18 has been amended to adhere to this comment. See
        page
        18.

      25.
        The
        word “significant” has been eliminated from the second paragraph in this section
        as can be noted on page 18.

      Principal
        Accountants Fees and Services, page 28

      26.
        On
        page 28 the fees and service information has been given for August 31, 2005
        and
        2004.

      Exhibit
        99.3

      27.Both
        Exhibit 99.1 and 99.3 have been amended to be consistent with the language
        specified under Instruction 31 to Item 601 of Regulation S-B.

      Please
        note that in adherence to comment 27 I have amended Form 10Q-SB which has
        not
        been filed on Edgar.

      We
        appreciate your comments and constructive suggestions concerning disclosure
        in
        our SB-2 and 10-KSB. We trust the above, and enclosed, fully address your
        comments.

      Yours
        very truly,

      Standard
        Capital Corporation

      Per:
        //s// “E. Del Thachuk”

      E
        Del
        Thachuk,

      Chief
        Executive Officer, President

      and
        Director

      Enclosures

          -6-

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
December 14, 2005

Mr. E. Del Thachuk
President and Chief Executive Officer
Standard Capital Corporation
2429-128th Street
Surrey, B.C., Canada, V4A 3W2

      Re:	Standard Capital Corporation
      	Registration Statement on Form SB-2
      Filed November 10, 2005
      File No. 333-129622

      Form 10-KSB for the Fiscal Year Ended August 31, 2005
      Filed October 25, 2005
      File No. 0-30402

Dear Mr. Thachuk:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Many of our comments apply to disclosure that appears in more
than
one place.  To eliminate the need for us to issue repetitive
comments, please make corresponding changes to all affected
disclosure, wherever it appears in your document.

2. At times, your disclosure appears inconsistent with the status
of
your current business operations.  As appropriate, please revise
to
include necessary context, including an emphasis on your lack of
an
operating history and failure to generate any operating revenues
since inception.  For example, you refer to your "mineral
properties," you state you are "engaged in the acquisition and
exploration of mineral properties."  However, it appears you have
rights related to only one property and that you are not engaged
in
the acquisition or exploration of any properties.  Your
registration
statement should provide a fair and complete picture of your
business, including balanced and accurate disclosure.

3. Please update your disclosure with each amendment to the most
recent practicable date.  For example, update the status of your
application with the OTC Bulletin Board.  Also, provide an updated
consent from your independent accountant in each subsequently
filed
amendment.

Prospectus Summary, page 3

4. Please eliminate the suggestion that you only provide an
"overview
of selected information."  Rather, make clear that this section
summarizes all material information contained in your prospectus.

5. Please tell us what affiliation exists between the company and
Edward Skoda.  We note that title to the Standard Claim remains
recorded in the name of Edward Skoda who you describe as an "arms-
length mining consultant."

Selected Financial Information, page 4

6. Please provide a more precise date for when you completed your
private placement, rather than simply stating that it occurred
"subsequent to August 31, 2005."

7. Please revise your description of how you used the proceeds
raised
in your private placement and account for the entire amount.
Currently, the amounts remaining in cash and having been expended
does not add up to the amount raised.  Also, the expended amount
does
not equal the number listed as the "[a]mount paid from funds
raised
on private placement."

8. We note certain financial information presented on this page do
not agree to the corresponding information on your audited
financial
statements. For example, the shareholders` deficit amount as of
August 31, 2005 reported on this page is $105,389. The
shareholders`
deficit amount as of the same period reported on your balance
sheet
is $72,939. Please revise as necessary.

Risk Factors, page 5

If we don`t raise enough money for exploration..., page 6

9. Disclose the length of time you estimate to be able to continue
operations with the cash you currently have.  Please include the
same
discussion in Management`s Discussion and Analysis of Financial
Condition.

Because we may be unable to meet property maintenance
requirements..., page 8

10. Disclose the amount of the annual payment and minimum amount
of
expenditures that you must make to maintain your interest in the
Standard Claim.

Selling Security Holders, page 13

11. Please describe any material relationship between the company
and
any of the other shareholders.  Refer to Item 507 of Regulation S-
B.

Plan of Distribution, page 15

12. We note that the selling shareholders may engage in short
sales
of your common stock.  Please see Corporation Finance Telephone
Interpretation A.65 in that regard.

Business, page 16

Business development of issuer since inception, page 16

13. We note that you acquired, by staking, the Standard mineral
claim
in 1999.  Please provide further disclosure to explain how staking
works.  Also, make clear whether the $3,050 in initial seed
capital
was used in this acquisition.

14. Please identify the independent professional geologist who you
commissioned to prepare a geological report on the Standard Claim
in
May 1999.  Also, identify the consultant you engaged in October
2005
to undertake exploration work on the Standard Claim.

15. Identify William Timmins and Calvin Church as experts for
their
review and analysis of the Standard Claim.  File both reports as
exhibits pursuant to Item 601 of Regulation S-B or explain why
this
is not necessary.  We note Timmins` consent filed as Exhibit 23.3.
Please file Church`s consent as well.

16. Describe the additional work you have undertaken in 2005 to
maintain the Standard Claim for a further year.  Also, disclose
whether you will file this work program with the Ministry and the
consequences that may arise if you do not.

Management`s Discussion and Analysis..., page 21

17. Please describe any known trends or uncertainties that you
have
had or reasonably expect will have a material favorable or
unfavorable impact on short-term or long-term liquidity.

Our planned exploration program, page 23

18. Please provide the basis for anticipating $25,000 in
exploration
costs over the next twelve months on the Standard Claim.

Principal Shareholders, page 32

19. In footnote 2 to your table, you state "...to which such
shares
may be required in the next 60 days...."  This does not conform to
the language of Rule 13d-3 of the Exchange Act.  Please revise
accordingly.

Market Information, page 35

20. We note that if your common stock is not quoted on the OTCBB,
it
will be traded, if at all, in the over-the-counter market.  Please
clarify.

21. You state that the wide fluctuations of the market prices for
thinly traded stocks "may adversely affect the trading price of
[your] shares regardless of [your] future performance and that of
Henley."  Please clarify who or what is Henley.

Additional Information, page 37

22. Please revise this section to include the SEC`s current
address.

Form 10-KSB for the Fiscal Year Ended August 31, 2005

Description of Property, page 11

23. You make references to mines and other mineral properties that
exist in the area of your property.  This may misguide investors
into
inferring that your property may have commercial mineralization,
because of its proximity to these mines and properties.  Remove
information about mines, prospects or companies operating in or
near
to your property.  Focus your disclosure on your property.

Control and Procedures, page 18

24. Please note that Item 307 of Regulation S-B requires an
evaluation of the disclosure controls and procedures to be
performed
"as of the end of the period" covered by the quarterly or annual
report, rather than "as of a date within 90 days of the filing
date"
of the quarterly or annual report.  Please perform the evaluation
as
of the end of the period covered by the quarterly or annual
report,
and revise your disclosure accordingly.

25. Please indicate whether there were any changes to internal
controls over financial reporting as opposed to only the
"significant" changes.  Please refer to paragraph (c) of Item 308
of
the Regulation S-B.

Principal Accountant Fees and Services, page 28

26. We note you presented fees billed by your independent
accountants
on an aggregated basis for the last two years. Please present the
fees and services information for each of the last two years
separately in accordance with Item 14 of Form 10-KSB.

Exhibit 99.3

27. Please revise the certification to be consistent with the
language specified under Instruction 31 to Item 601 of Regulation
S-
B.  Please ensure that this change is also reflected in your
quarterly filings.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 information.  Detailed cover
letters greatly facilitate our review.  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 filing to be certain that the
filing includes all information required under the Securities Act
of
1933 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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 filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Yong Choi at (202) 551-3758 or April
Sifford,
Branch Chief, at (202) 551-3684 if you have questions regarding
comments on the financial statements and related matters.  Please
contact Roger Baer, Mining Engineer, if you have questions
regarding
the engineering comments.  Please contact Jason Wynn at (202) 551-
3756 or Tangela Richter, Branch Chief, at (202) 551-3685 with any
other questions.  Direct all correspondence to the following ZIP
code:  20549-7010.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc:	Y. Choi
	A. Sifford
      J. Wynn
      T. Richter

      via facsimile
      E. Del Thachuk
            (604) 538-5939

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Mr. E. Del Thachuk
Standard Capital Corporation
December 14, 2005
page 1

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

DIVISION OF CORPORATION FINANCE
MAIL STOP 7010

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