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Via U.S. Mail and Facsimile

Mail Stop 3-9

	February 23, 2005

Taffy J. Williams
President and CEO
Imcor Pharmaceutical Co.
6175 Lusk Boulevard
San Diego, CA 92101

Re: 	Imcor Pharmaceutical Co.
	SEC File No. 0-23553
	Form 8-K filed January 24, 2005

Dear Mr. Williams:

      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.

	Please understand that 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.  We 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.

1. Please amend the report to include all of the information
required
by Item 304 of Regulation S-B once Moss Adams has completed its
audit
of the company`s December 31, 2004 financial statements and upon
the
effective date of the cessation of your relationship with Moss
Adams.

2. Please note that you are required to provide the former
accountant
a copy of the disclosures you are making in response to Item
304(a)
no later than the day such disclosures are made with the
Commission.
In addition, you are required to request the former accountant to
furnish a letter, addressed to the Commission stating whether it
agrees with the statements made by you in response to Item 304(a),
and if not, stating the respects in which in does not agree.  The
registrant shall file the letter as Exhibit 16 to the Form 8-K, or
if
not available at the time of filing, then such letter should be
filed
in an amended Form 8-K within ten business days or within two days
of
receipt, whichever is earlier.

      Please amend your filing and respond to these comments
within
five business days or tell us when you will provide us with a
response prior to the expiration of the five-day period.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact me, at (202) 942-1962 if you have questions
regarding these comments or any other questions.

	Sincerely,

	Sasha Parikh
	Staff Accountant

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