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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
  Delaware
    
    88-0271109(State or other jurisdiction of
corporation or organization)
    
    (IRS Employer Identification No.)
 2159 Avenida de la Playa, La Jolla, California 92037
 (858) 454-4446
 Securities registered pursuant to Section 12(b) of the Act:
    
    NoneSecurities registered pursuant to Section 12(g) of the Act:
    
    Common Stock, Par Value $.0001Warrants(Title of Class)
  Yes þ
    
    No o
 þ
 o þ
    Common Stock  1,019,144 as of April 15, 2006
    
    Warrants to purchase common stock  12,000 as of April 15, 2006.
    Yes o
    
    No þ




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Vyrex Corporation
Annual Report on Form 10-KSB
Year Ended December 31, 2005
Exhibit Index
 
 Exhibit Number
    
    Description2.1
    
    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
200231.2
    
    Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of
200232.1
    
    Certification of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of
200232.2
    
    Certification of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of
2002
 
 28




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SIGNATURES
  VYREX CORPORATION
RegistrantBy:
    /s/ G. Dale GarlowG. Dale GarlowChief Executive Officer signed
 
 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
 
 29




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Vyrex Corporation
Annual Report on Form 10-KSB
Year Ended December 31, 2005
 Exhibit Index
 
 Exhibit Number
    
    Description2.1
    
    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
200231.2
    
    Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of
200232.1
    
    Certification of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of
200232.2
    
    Certification of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of
2002
 
 30