Via Facsimile and U.S. Mail
Mail Stop 6010

										December 12,
2005

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

Re:	ViRexx Medical Corp.
	Registration Statement on Form 20-F
	Amendment #1
      Filed November 28, 2005
	File No. 1-32608

Dear Mr. Noujaim:

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

General
1. We note our prior Comment 3 and reissue it.  In light of the
fact
that none of your product candidates have received regulatory
approval, you should not call them products, but rather refer to
them
as "potential products" or "product candidates" throughout the
filing.  There are several places in the filing where you failed
to
make this change.  Please revise.

Forward Looking Information, page 5

2. We note our prior Comment 3 and your response.  Section 21E of
the
Exchange Act states that the safe harbor for forward-looking
statements does not apply to non-reporting companies or companies
which issue penny stock.   Therefore, you cannot avail yourself of
the protections of Section 27A of the Securities Act of 1933 or
Section 21E of the Securities Exchange Act of 1934.  As such,
please
revise this section to delete your references to that Act or state
that the safe harbor does not apply to your forward-looking
statements.

Risk Factors, page 12

General

3. Please delete the third sentence of the introductory paragraph
which refers to unknown and immaterial risks.

4. The last sentence of the introductory paragraph in which you
state
that failing to meet the public market`s expectations could cause
your stock to decline should be a separate risk factor, and you
should explain what expectations you are referring to or
alternatively, delete the sentence.

5. We note our former comment 12 and your response.  We note that
you
have amended the risk factors to add subheadings, lists and too
much
detail regarding your business, patents, etc.  Please amend the
risk
factors to provide and describe briefly meaningful examples of the
risks you describe.  The detailed disclosure you provide that does
not articulate or help investors understand the risks should be
disclosed in the Business or other appropriate sections of the
document.  For instance, your intellectual property risk factor,
which goes on for pages and contains numerous subheadings which do
not describe risks is not appropriate for the risk factor s
section.

It is possible that our..., page 27

6. We note our prior Comment 15 and your response.  Please expand
this risk factor to explain the risks regarding the undesirable
effects of Chimigen(tm) and T-ACT(tm).

Patents, page 26

7. The disclosure you added to this section in response to our
former
Comment 25 in which we asked you to provide a detailed discussion
that provides the material rights of you and the other party and
the
obligations and conditions necessary for you to maintain your
license
and corresponding use of the patent(s), should be in the Business
section, not the risk factors.  Please revise.

B. Business

8. We note our prior Comment 43 and your response.  Please provide
meaningful disclosure regarding the terms and commitments
underlying
your material contracts.  Currently, you have merely copied the
language from the contracts into the filing.  Please revise all of
this disclosure to articulate to investors plainly what the
material
terms and commitments are.  We expect substantial revision in
connection with this comment.

Management`s Discussion and Analysis, page 40

9. Please ensure that you have discussed the financial condition
and
results of operations for all of the historical periods covered by
the financial statements.  Such periods should include the
comparative periods between 2003 and 2002.  Refer to Item 5 of
Form
20-F.

Note 6.  Acquired Intellectual Property, page F-13

10. Disclose the aggregate amount of milestone payments that are
included in each of the agreements and the nature of events that
would trigger these payments.  Your disclosure should not be
limited
to those that you expect to make in the two years following the
financial statements and these potential obligations should be
discussed within your contractual obligations disclosure under the
Management`s Discussion and Analysis.

Exhibit Item 17.  Consent of Independent Auditors

11. We did not note a currently dated and signed consent from your
independent accountant.  Please provide one in your amendment.

*	*	*

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested 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.

	You may contact Keira Ino at (202) 551-3659 or Jim Atkinson
at
(202) 551-3674 if you have questions regarding comments on the
financial statements and related matters.  Please contact Michael
Reedich at (202) 551-3612 or me at (202) 551-3715 with any other
questions.


								Sincerely,



								Jeffrey Riedler
								Assistant Director

cc:	Joseph P. Galda, Esq.
	Corsair Advisors, Inc.
	497 Delaware Avenue
	Buffalo, New York 14202



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