Exhibit
15.1


kpmg logoKPMG
      LLPChartered
      AccountantsYonge
      Corporate
      Centre4100
      Yonge Street Suite 200
                      Toronto
      ON  M2P 2H3Canada
                    TelephoneFaxInternet
                    (416)
      228-7000(416) 228-7123
                      www.kpmg.ca


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors of Vasogen Inc.
 
 We have
audited the accompanying consolidated balance sheets of Vasogen Inc. (the
"Company") as of November 30, 2008 and 2007 and the related consolidated
statements of operations, deficit and comprehensive income and cash flows for
each of the years in the three-year period ended November 30, 2008 and for
the period from December 1, 1987 to November 30, 2008.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
  We
conducted our audits in accordance with Canadian generally accepted auditing
standards.  We have also audited the accompanying consolidated balance
sheets of the Company as of November 30, 2008 and 2007 and the related
consolidated statements of operations, deficit and comprehensive income and cash
flows for each of the years in the three-year period ended November 30,
2008 in accordance with the standards of the Public Company Accounting Oversight
Board (United States).  We did not audit the consolidated statements
of operations and deficit and cash flows for the period from inception on
December 1, 1987 to November 30, 2008 in accordance with the standards of the
Public Company Accounting Oversight Board (United States).  Canadian
generally accepted auditing standards and the standards of the Public Company
Accounting Oversight Board (United States) require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
  In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of November
30, 2008 and 2007 and the results of its operations and its cash flows for each
of the years in the three-year period ended November 30, 2008 and for the period
from December 1, 1987 to November 30, 2008 in conformity with Canadian generally
accepted accounting principles.
  
  
  Page
2
 
 
 Canadian
generally accepted accounting principles vary in certain significant respects
from U.S. generally accepted accounting principles.  Information
relating to the nature and effect of such differences is presented in note 18 to
the consolidated financial statements.
  On
December 1, 2007, the Company adopted the new recommendations of The Canadian
Institute of Chartered Accountants' Handbook Section 1535, Capital Disclosures,
Section 3862, Financial Instruments - Disclosures and Section 3863, Financial
Instruments - Presentation.  The effect of those changes is discussed
in note 2(p) to the consolidated financial statements.
  
  Chartered
Accountants, Licensed Public Accountants
 
 Toronto,
Canada
 February
25, 2009