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CORRESP
1
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      Correspondence to the SEC

    December
      1, 2006

    Mr.
      David
      Burton

    Staff
      Accountant

    United
      States Securities and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      DC 20549

    Re:
      Zynex
      Medical Holdings, Inc.

    Item
      4.02 Form 8-K

    Filed
      November 17, 2006

    File
      No. 33-26787-D

    Dear
      Mr.
      Burton:

    This
      letter responds to the comments of the staff of the Securities and Exchange
      Commission in its letter dated November 27, 2006 with respect to the Form 8-K
      Report listed above. The text of the staff’s comments is set forth below in bold
      followed in each case by the response.

    Form
      8-K dated November 13, 2006

    Item
      4-02(a) Non-Reliance on Previously Issued Financial
      Statements

          1.

            We
              note that you intend to file restated financial statements. However,
              you
              have not indicated when you intend to do so. Please tell us when you
              intend to file restated financial statements. We may have further comment
              after you file the restated financial
              statements.

    Response:
      We intend to file the restated financial statements by December 18, 2006 in
      an
      amended Form 10-KSB for the year ended December 31, 2005 and amended Form
      10-QSBs for the quarters ended March 31 and June 30, 2006.

          2.

            Please
              tell us if your certifying officers have reconsidered the effect on
              the
              adequacy of your disclosure controls and procedures as of the end of
              the
              periods covered by your Form 10-KSB for the year ended December 31,
              2005
              and by your Forms 10-QSB for the quarters ended March 31 and June 30,
              2006
              and September 30, 2005 in light of the material errors you have disclosed.
              Additionally, tell us what effect the errors had on your current
              evaluation of disclosure controls and procedures as of your quarter
              ended
              September 30, 2006.

    Response:
      Our certifying officers are reconsidering whether our disclosure controls and
      procedures at December 31, 2005, and at September 30, 2005, March 31, 2006
      and
      June 30, 2006 were effective.

    We
      reported in our Form 10-QSB for the quarter ended September 30, 2006, filed
      with
      the Commission on November 20, 2006, the conclusion of our certifying officers
      that, because of a material weakness in internal control over financial
      reporting relating to inventory, our disclosure controls and procedures were
      not
      effective as of September 30, 2006.

    We
      acknowledge that:

          ·

            The
              company is responsible for the adequacy of the disclosure in the
              filing;

          ·

            Staff
              comments or changes to disclosure in response 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.

    If
      you
      have any questions or comments regarding the foregoing, please contact Mark
      R.
      Levy (303-295-8073) or Victoria L. Donovan (303-295-8520) at Holland & Hart
      LLP, our attorneys. Thank you.

    Very
      truly yours,

    ZYNEX
      MEDICAL HOLDINGS, INC.

     By:
      /s/  Thomas Sandgaard

        Thomas
      Sandgaard

        President
      and
      Chief Executive Officer