SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010
July 15, 2009
 Via U.S. Mail and Facsimile

 Mr. Fritz G. Allison  Chief Financial Officer  Zynex, Inc.  8022 Southpark Circle, Suite 100 Littleton, CO 80120

 Re: Zynex, Inc.
Form 10-K for the Year Ended December 31, 2008
Filed April 15, 2009 File No. 033-26787-D

Dear Mr. Allison:

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Wh ere indicated, we think you should revise your
document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicab le or a revision is unnecessary.  Please be as
detailed as necessary in your e xplanation.  In some of our comme nts, we may ask you to provide
us with information so we may better unders tand your disclosure.  After reviewing this
information, we may raise additional comments.   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 ove rall disclosure in your filing.
We look forward to working with you in thes e respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.

Mr. Fritz G. Allison
Zynex, Inc..
July 15, 2009 Page 2  Form 10-K as of December 31, 2008

 Item 9A(T). Controls and Procedures, page 44

 Management’s report on Internal Control over Financial Reporting, page 44

 1. You state that management concluded that the Company has a material weakness in its
ability to produce financial statements free fr om material misstatements.  Please tell us
and revise future filings as necessary to discuss how you have compensated for the material weakness in order to ensure that the financial statements presented here in the Form 10-K are free from mate rial misstatement, including whether or not you applied
alternative procedures.
 2. We note that you have identified a material weakness in your ability to produce financial
statements free from material misstatements .  Further, you state that this material
weakness is the result of the combination of  the specified significant deficiencies.
However, it is not clear from your disclosures here what specific control deficiency or
deficiencies you have identified.  Instead, it appears you have simply outlined the items
that resulted in adjustment to the financial st atements.  Please tell us and revise future
filings to explain in greate r detail the underlying deficien cy or deficiencies in your
internal control over financial reporting.  In this regard, expand on the specific material
weakness that you have identified to explain what underlying cont rol deficiency or
deficiencies limits your ability to produce financial statements free from material
misstatements.
 Consolidated Financial Statements, page F-1

 Consolidated Statement of Cash Flows, page F-4

 3. We note that you recorded a “provision for losses on accounts receivable
(uncollectibility)” of $393,000 during 2008 and ze ro during 2007.  Please explain to us
the nature of this charge and discuss why there was no similar provision during 2007.
 Note (2) Significant Accounting Policies, page F-7

 Revenue Recognition and Allowances for Provi der Discounts and Uncollectibility, page F-7

 4. We note that you recognize revenue from dist ributors when you ship your products.
Please revise this note in future filings to discuss in greater detail your revenue recognition policy with respect to sales to dist ributors.  Disclose any significant payment
terms, return rights, exchange provisions, pr ice protection, discounts, sales incentives and
any other significant matters.  Refer to  SAB 104 and SFAS 48 as appropriate.

Mr. Fritz G. Allison
Zynex, Inc..
July 15, 2009 Page 3  5. As a related matter, please clarify why it is appropriate to re cognize revenue from
distributors upon shipment.
 6. With reference to your disclosures on pa ges 22, 44 and F-6 with respect to the
collectability of outstanding accounts receivab le, including your ability to estimate the
allowances for provider discounts, please tell us why you believe it is appropriate to
recognize revenue when the product has been di spensed to the patient and the patient’s
insurance has been verified.  Specifically, ex plain why you believe the sales price is fixed
and determinable and that collectability is reas onably assured at this point in time.  Refer
to SAB Topic 13.

Note (12) Refund Claim Settlement, page F-23

7. We note that you settled a refund claim by Anth em Blue Cross Blue Shield in which you
agreed to pay Anthem $679,930 and to waive the rights to paym ent of outstanding
billings in the amount of $329,664 for the devi ces provided to Anthem’s insureds.  We
note that you charged the amount  to be repaid to Anthem and wrote off the outstanding
accounts receivable against the allowance for pr ovider discounts.  From page 38 we note
that substantially all of th e $1,009,594 relates to net rental re venues.  Please tell us why
you recorded the settlement agai nst your provider discounts al lowance rather than as a
reversal of revenue, citin g applicable authoritativ e accounting guidance.
 8. We note that you continue to provide your products to Anthem insureds, including
products which may be used to treat insureds with the same medical conditions as those using devices subject to the Anthem claim.  We note disclosure here that you recognized
no revenue in the third or fourth quarter of 2008 relating to the device s rented or sold to
insureds of Anthem.  Please address the following:

• Clarify for us whether you recognized any re venue relating to devices rented or sold
to insureds of Anthem subsequent  to the fourth quarter of 2008.

• Discuss your basis for recogni zing any revenues relating to insureds of Anthem.
 • Tell us and revise future filings to di sclose the amount of net revenue deferred
relating to devices sold or re nted to insureds of Anthem.
 • Confirm to us that you are continuing to rec ognize charges to cost of sales relating to
devices rented or sold to insureds of Anth em.  Please also revise future filings to
clearly disclose this fact a nd discuss its impact in your discussion of your Results of
Operations in MD&A.  In future periods , should you reach a resolution with Anthem
that allows you to recognize the deferred revenue, please also ensure your discussion
of your results of operations in MD&A includes clear disclosure of such revenues for
which there is no associated cost of sales.

Mr. Fritz G. Allison
Zynex, Inc..
July 15, 2009 Page 4  Note (13) Restated 2008 Quarterl y Financial Information, page F-24

 9. Please tell us and revise future filings to explain what “additional methodologies” you
applied in estimating the allowance for provi der discounts.  In addition, please revise
your critical accounting policies in future filings to address these changes in estimating the allowance for provider discounts.
 Form 10-Q for the Period Ended March 31, 2009

 Exhibits 31.1 and 31.2

 10. We note that the certifications filed as E xhibits 31.1 and 31.2 do not include all of the
language required by Item 601(b)(3 1) of Regulation S-K.  In future filings, replace all
references to the “small business issuer” with references to the “registrant.”

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furnish a cover letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.      In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
 ‚ staff comments or changes to disclosure in re sponse to staff comments 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 advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Mr. Fritz G. Allison
Zynex, Inc.. July 15, 2009 Page 5
 You may contact Lynn Dicker, Staff Accountant, at (202) 551-3616 or me at (202) 551-
3643 if you have questions regarding comments on th e financial statements and related matters.
In this regard, do not hes itate to contact me or Martin James,  Senior Assistant Chief Accountant,
at (202) 551-3671 with any questions.

       S i n c e r e l y ,

                    Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f