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United States
Securities and Exchange Commission

Washington D.C. 20549

Amendment No. 1
to

Form 10-KSB


þ		Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year ended December 31, 2005


o		Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___to ___.

Commission file number: 000-27866

Vyrex Corporation

(Name of small business issuer as specified in its charter)


Delaware		88-0271109
(State or other jurisdiction of corporation or organization)		(IRS Employer Identification No.)

2159 Avenida de la Playa, La Jolla, California 92037
(Address of principal executive offices)

(858) 454-4446
(Issuer’s telephone number including area code)


Securities registered pursuant to Section 12(b) of the Act:	None

Securities registered pursuant to Section 12(g) of the Act:	Common Stock, Par Value $.0001
		Warrants
		(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes þ		No o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K SB or any amendment to this Form 10-K SB. þ

Indicate by check mark whether the registrant is a shell company (as defined in rule 12a-2 of the Exchange Act). Yes o No þ

State issuer’s revenues for its most recent year: $97,500

State the aggregate market value of the voting and non-voting common equity held by non affiliates of the registrant computed by reference to the price at which the stock was sold, or the average bid and ask prices of such stock equity, as of a date within the past 60 days: $679,429 based on trading value as of April 15, 2006 as adjusted for a twelve for one hundred reverse stock split.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of latest practicable date:


Common Stock — 1,019,144 as of April 15, 2006		Warrants to purchase common stock — 12,000 as of April 15, 2006.

DOCUMENTS INCORPORATED BY REFERENCE

The issuer’s definitive Proxy Statement for its Annual Meeting of Shareholders to be submitted to the commission on or before May 31, 2006 is incorporated by reference into Part III hereof.

Transitional Small Business Disclosure Format


Yes o		No þ

Vyrex Corporation
Annual Report on Form 10-KSB
Year Ended December 31, 2005
Exhibit Index


Exhibit Number		Description


2.1		Agreement and Plan of Merger dated as of October 17, 2005 by and between Vyrex Corporation and Vyrex (Delaware) Corporation (incorporated by reference to the Form 8-K filed with the SEC on October 17, 2005)

3(i)		Certificate of Incorporation of Vyrex (Delaware) Corporation as filed with the Delaware Secretary of State on September 8, 2005 (incorporated by reference to the Form 8-K filed with the SEC on October 17, 2005)

3(ii)		Bylaws of Vyrex (Delaware) Corporation dated as of September 9, 2005 (incorporated by reference to the Form 8-K filed with the SEC on October 17, 2005)

16		Change in Registrant’s certifying Accountants: A letter from J.H. Cohn LLP (incorporated by reference to the Form 8-K filed with the SEC on February 28, 2006)

31.1		Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	VYREX CORPORATION Registrant
	By:	/s/ G. Dale Garlow
		G. Dale Garlow
		Chief Executive Officer

In accordance with the Exchange Act, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Sheldon S. Hendler	Director	June 8, 2006

/s/ G. Dale Garlow	President, Chief Executive Officer, Chief Financial Officer and Director (principal executive, financial and accounting officer)	June 8, 2006

/s/ Richard G. McKee, Jr.	Director	June 8, 2006

/s/ Tom K. Larson, Jr.	Director	June 8, 2006

Vyrex Corporation
Annual Report on Form 10-KSB
Year Ended December 31, 2005

Exhibit Index


Exhibit Number		Description


2.1		Agreement and Plan of Merger dated as of October 17, 2005 by and between Vyrex Corporation and Vyrex (Delaware) Corporation (incorporated by reference to the Form 8-K filed with the SEC on October 17, 2005)

3(i)		Certificate of Incorporation of Vyrex (Delaware) Corporation as filed with the Delaware Secretary of State on September 8, 2005 (incorporated by reference to the Form 8-K filed with the SEC on October 17, 2005)

3(ii)		Bylaws of Vyrex (Delaware) Corporation dated as of September 9, 2005 (incorporated by reference to the Form 8-K filed with the SEC on October 17, 2005)

16		Change in Registrant’s certifying Accountants: A letter from J.H. Cohn LLP (incorporated by reference to the Form 8-K filed with the SEC on February 28, 2006)

31.1		Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002