SecProbe.io

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Mail Stop 3-9								January 19, 2005

M. Lee Hulsebus
Miracor Diagnostics, Inc.
9191 Towne Center Drive, Suite 400
San Diego, CA 92122

Re:	Miracor Diagnostics, Inc.
	Registration Statement on Form S-3
      Filed December 21, 2004
	File Number 333-121487
	All documents incorporated by reference

Dear Hulsebus:

	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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments. Please respond to comments not relating
to
the transaction within 10 business days of the date of this letter
or
tell us when you will provide a response prior to the expiration
of
the 10-day period regardless of whether you proceed with your
transaction.

	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 and 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.

Form S-3

General

1. Please provide us with an analysis supporting your use of Form
S-3
to register the resale of common stock by the selling
stockholders.
We note that General Instruction I.B.3. to Form S-3 states that
you
may register the resale of securities on Form S-3 if securities of
the same class are listed and registered on a national securities
exchange or are quoted on the automated quotation system of a
national securities association.  The OTC Bulletin Board on which
your common stock trades is neither a national securities exchange
nor an automated quotation system of a national securities
association.  Therefore, it appears to us that you may not be
eligible to register the resale of the shares of common stock on
Form
S-3.  Please provide us with your analysis or amend the
registration
statement on an appropriate form.

2. Throughout the prospectus, you state that you will file
prospectus
supplements to add, update or change information in the
prospectus.
Note that any fundamental changes must be reflected in post-
effective
amendments.  Please revise throughout.

Prospectus Cover Page

3. Please more prominently highlight in bold or otherwise the
reference the risk factors section.

4. Please remove the three paragraphs following the cross-
reference
to the Risk Factors.  If you want to include this disclosure in
the
prospectus, consider placing it in another section of the
prospectus
after the Risk Factors.  Likewise, delete the third paragraph
under
"About This Prospectus," on page 5, and consider placing it after
the
Risk Factors, if you chose to retain it.

Risk Factors, page 6

5. Please delete the last two sentences of the first paragraph
below
the Risk Factors heading and ensure all material risks are
described
in the prospectus.

6. You should describe the risks to investors in the titles of
each
of your risk factors.  For example, titles which state only that
you
are subject to regulation, or that you have an accumulated deficit
do
not highlight or summarize the risks to investors.  Please
consider
amending your risk factors to disclose the risk to investors in
the
titles and in the first few sentences of each of the risk factors.

7. Most of your risk factors are generic, in that they could apply
to
any company generally, or in the medical services business.
Please
expand the risk factors to highlight and explain conditions,
circumstances, historical events and risks that apply specifically
to
your company.

8. In several of your risk factors you state that if the risks
described come to fruition, your business, financial condition and
results of operations will suffer.  Please expand these risk
factors
to describe more specifically how your business, financial
condition
and operating results will be adversely affected if these risks do
in
fact come to fruition.

9. Where you lay out bullet points highlighting specific risk
factors, please elaborate on any problems you have faced in the
past
relating to those bullet points.  Please note that in doing so,
your
resulting disclosure might become significant enough to warrant a
separate risk factor.  We may have further comments on your
disclosure.

10. We note that the risk factors contained in this section are
identical to those contained in your report on Form 10-KSB for the
period ended December 31, 2003.  Please revise those risk factors
as
well as those in the registration statement consistent with our
comments.

11. Please add a risk factor which describes the risks to
investors
because your common stock is a penny stock within the meaning of
Section 15(g) of the Exchange Act.

We have an accumulated deficit..., page 6

12. Please expand this risk factor to highlight your net losses
for
the year ended December 31, 2003 and the nine-month period ended
September 30, 2004, as well as your working capital deficit as of
September 30, 2004.

We expect to need additional capital to expand our operations,
page 6

13. You state that you will need capital to upgrade and maintain
your
equipment and expand your business.  Please state how much you
plan
to spend for these purposes over the next 12 months and whether or
not you currently have sufficient assets to accomplish your plans
during that period.

We would like to acquire..., page 7

14. Please expand this risk factor to discuss the risks related to
the integration of acquired entities or businesses and the risk
that
acquisitions may distract management from current operations,
which
could adversely affect the company`s operating results and stock
price.

Our operations are subject to extensive government regulations...,
page 7

15. Please expand this risk factor to better describe the risks
you
face regarding government regulation and the harm or damage you
would
suffer if the risks came to fruition.

We are in an intensely competitive business..., page 7

16. Please name the companies which are your most direct
competitors
and describe the risk that you may not compete with those
companies
effectively.

The health care industry is subject to..., page 7

17. Please disclose any problems you have encountered or
anticipate
concerning reimbursement from third-party payors.  Also, disclose
and
quantify any trends in reimbursement patterns which have
negatively
affected your revenue.

Various laws..., page 7

18. If you currently engage in fee-splitting with physicians, or
any
of the other practices you mention, so state.

19. State whether or not any of your current business practices
would
be forbidden or otherwise have to be significantly changed if
pending
legislation in the jurisdictions in which you operate becomes law.

Our stock is volatile..., page 8

20. Please disclose high and low prices for your common stock
reported on the Bulletin Board over the last twelve months.

21. State that spreads on the Bulletin Board are generally higher
than on the NASDAQ or the national stock exchanges and the risk
this
poses to investors.

22. We note the bullet list.  For each of the factors you mention
that poses a material risk to investors in and of itself, create a
separate risk factor.

We have anti-takeover provisions..., page 8

23. Please describe briefly the provisions of your articles and
bylaws that may make the acquisition of control of your company
more
difficult.

Description of Securities, page 11

24. State the number record holders of each class of securities
you
had as of the most recent practicable date.

Preferred Stock..., page 12

25. Describe in more detail the preferences your Series A
Preferred
Stock has.  For example, does it pay a dividend?  How often?
Explain
the scope of each of the liquidation preference, anti-dilution
provisions and voting rights.

Warrants, page 12

26. Please disclose when the five year exercise period commenced.
Also, please state what type of securities you will issue when the
warrants are exercised, and state the number of securities that
will
be issued upon the exercise of each of the warrants.

27. Please state whether the company has any other obligations
under
the Swartz agreement.

Stock Options, page 13

28. Please state the weighted average exercise price of the
outstanding options.

Selling Security Holders, page 13

29. Please identify the person or persons who have voting or
investment control over the securities that the various selling-
stockholder entities own.

Signatures, page 24

30. Please have your chief accounting officer sign the
registration
statement.

Form 10-KSB

Business, page 1

31. Currently, your business section consists mainly of a summary
of
your acquisition strategy and does explain your business itself.
You
should expand the disclosure significantly to describe the
services
you provide and the markets you service.  You should explain more
specifically what services you offer, to whom, how you generate
revenue, how your business model works, etc.  You should discuss
your
industry, competition, regulation, challenges, etc.  Do you own or
lease the equipment used in your offices?  We may have further
comments upon reviewing the disclosure you will provide in
response
to this comment.

32. Please consider adding disclosure of revenues generated to
include the following:
a. State if your billing system generates contractual adjustments
based on fee schedules for the patient`s insurance plan for each
patient encounter or if an estimate of contractual allowances is
made.  If an estimate is made, state what factors are considered
in
determining the estimate.
b. Disclose your policy for collecting co-payments.
c. Disclose the day`s sales outstanding for each period presented.
Disclose the reasons for significant changes from the prior
period.

Overview and History, page 1

33. Where you discuss your acquisition strategy, quantify the
amount
of capital available for acquisition from each respective funding
source, including credit facilities, cash on hand, etc.

Acquisitions and Start-Ups, page 6

34. For each acquisition completed within the last three years,
state
the amount and form of consideration you used to pay for the
acquired
business.  Also, describe briefly what facilities the acquired
business had when you acquired it.

Legal Proceedings, page 7

35. We note the settlement agreement you entered with Zelch.
Please
disclose the terms of this settlement agreement.

36. Please explain briefly the underlying factual allegations in
the
Foldvary litigation.  Also, state what relief Mr. Foldvary is
seeking
and at what point the in litigation process the case is currently.

MD&A, page 8

37. Please revise your MD&A overview so that there is more focus
on
current trends affecting your operating results, financial
condition
and liquidity.  In a release called "Commission Statement about
Management`s Discussion and Analysis of Financial Condition and
Results of Operations," the staff stated that "the development of
MD&A disclosure should begin with management`s identification and
evaluation of what information, including the potential effects of
known trends, commitments, events, and uncertainties, is important
to
providing investors and others an accurate understanding of the
company`s current and prospective financial position and operating
results."  Release Nos. 33-8056; 34-45321; FR-61 (January 22,
2002).
Accordingly, the MD&A overview should be a more focused discussion
that highlights the key points that are covered in greater detail
in
the MD&A section, with emphasis on the key trend and analytical
points.  We may have further comments on your revisions.  This
comment also applies to future filings which contain MD&A.

38. Where you compare the results of operations from one period to
another, you should more specifically reference the factors that
contributed to the change from period to period.  For example,
rather
than merely stating that revenue increased overall because you
opened
new centers but decreased at existing locations, explain the costs
associated with opening the new centers, discuss revenue results
at
the new centers and explain why revenue decreased at existing
centers.  Throughout the disclosure on pages 10 and 11, revise the
discussions of the various line items of your financial statements
to
better explain the reasons for the changes from period to period.
Also, identify any known trends.  This comment also applies to
future
filings which contain MD&A.
39. Please ensure that your disclosures related to your plan of
operation for the next twelve months meet the requirements of Item
303 of Regulation S-B.  For example, consider adding a disclosure
regarding any expected significant changes in the number of
employees, centers, expenses, funding requirements, etc.
Critical Accounting Policies, page 9
40. We note you identified certain accounting policies as critical
but we were unable to locate disclosure for all critical
accounting
policies.  Please address the material implications of the
uncertainties associated with the methods, assumptions and
estimates
underlying the  critical accounting measurements of each policy.
Consistent with Section V of Financial Reporting Release 72,
Commission Guidance Regarding Management`s Discussion and Analysis
of
Financial Condition and Results of Operations, please expand your
disclosures to include the following for each critical accounting
policy identified:

a. Disclose your analysis of the uncertainties involved in
applying a
principle at a given time or the variability that is reasonably
likely to result for its application over time.
b. Specifically address why your accounting estimates or
assumptions
bear the risk of change.
c. Analyze, to the extent material, such factors as how accurate
the
estimate or assumption has been in the past, how it has changed in
the past, and whether it is reasonably likely to change in the
future.
41. Please expand your disclosures regarding accounts receivable
to
include the following disclosures:
a. For each period presented, quantify and disclose the amount of
changes in estimates of prior period contractual adjustments that
you
recorded during the current period.
b. Quantify and disclose the reasonably possible effects that a
change in estimates of contractual adjustments of unsettled
amounts
from third-party payors as of the latest balance sheet could have
on
financial position and operations.
c. Disclose in a comparative tabular format, the payor mix
concentrations and related aging of accounts receivable.  The
aging
schedule may be based on management`s own reporting criteria, for
example unbilled, less than 30 days, 30 to 60 days etc. or some
other
reasonable presentation.  At a minimum, the disclosure should
indicate the past due amounts and a breakdown by payor
classification, for example Patient, Medicare and Medicaid,
Managed
Care, Commercial, etc.  If your billing system does not have the
capacity to provide an aging schedule of your receivables,
disclose
that fact and clarify how this affects your ability to estimate
your
allowance for doubtful accounts.
d. State the steps you take in collecting accounts receivable.
Disclose your policy with respect to determining when a receivable
is
recorded as a bad debt and ultimately written off and address the
following matters:
1. The threshold amount and age for account balance write-offs;
2. Whether or not and to what extent you use specific
identification
for account write-offs;
3. Whether or