SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
         June 28, 2006
Stephen K. Onody
Chief Executive Officer Lifeline Therapeutics, Inc.
6400 South Fiddler’s Green Circle Suite 1970 Englewood, Colorado 80111

Re: Lifeline Therapeutics, Inc.
 Registration Statement on Form SB-2
 File No. 333-126288
 Amended February 3, 2006
Form 10-QSB for the Fiscal Quarter Ended March 31, 2005

Dear Mr. Onody:

 We have reviewed your amended regist ration statement and have the following
comments.  Please contact any of the indivi duals listed at the e nd of this letter.

Prior Comment 13

1. We note that your response letter cites accounting guidance which states that the
immediate impairment of acquired goodwill is possible depending on the underlying events and circumstances. In the April 4, 2006 conference call with Mr. Gerald Houston
and the company’s auditors and legal couns el, we were advised that the minority
shareholder was not permitted to participate in the October 26, 2004 reorganization due to concerns over the shareholder’s alle ged prior NASD violations. The December 31,
2004 Form 10-QSB discloses that the minority shareholder threatened litigation against
the Registrant and that the Registrant was negotiating to acquire th e shareholder’s stock
in the subsidiary in exchange for shares of the Registrant’s stock. This dispute was resolved in the March 10, 2005 settlement ag reement whereby the shareholder received 1
million shares of the Registrant’s stock in exchange for his entire minority equity interest in the subsidiary. We were advised that th ere were no known documents that refute the
shareholder’s claim of legal and valid owne rship in the stock unde rlying his 19% equity
interest. Therefore, the tran saction was accounted for as the acquisition of a minority
interest pursuant to  paragraph 14 of SFAS 141. However,  paragraph I.G. of the March
10, 2005 Settlement Agreement suggests that th e primary reason that the Registrant
acquired the minority interest was the “desire to avoid the uncertainty, time, and expense
of litigating their dispute”. We note that the Settlement Agreement was signed by William Driscoll, President and founder of th e company. Mr. Driscoll also approved the

Stephen K. Onody
Lifeline Therapeutics, Inc.
Page 2 of 2
immediate impairment and signed the Ma rch 31, 2005 Form 10-QSB and certifications
thereto. There is no indicati on that Mr. Driscoll now be lieves that the immediate
impairment was incorrect. Please clarify for us how these factors corroborate your current
position that the immediate impairment was an error.

We previously requested that the 1 million shares issued March 10, 2005 to Mr. Barber
be valued in the financial statements at the $2 per share price the Re gistrant received in
the contemporaneous private placement. Para graph F1.of SFAS 141 describes fair value
as the amount at which the stock could be sold for in a current transaction between
willing parties. We agree with the company and with Quist Valuation that the March 10,
2005 OTC:BB price was not a reliable indicator of fair value since the stock was thinly
traded and relatively illiquid. Therefore, th e 2.5 million shares sold for cash at $2 per
share in the January-April 2005 pr ivate placement would be th e best indicator of fair
value, consistent with the gui dance cited above. Further, gi ven that the private placement
was being conducted at the same time th at the Settlement Agreement was being
negotiated, and given that the sh ares issued to Mr. Barber ha d the same registration rights
as the shares issued in the private placemen t, it would appear likely that the $2 per share
valuation was considered by Messrs. Driscoll  and Barber in nego tiating the settlement
terms. Please also note that your Quist Valua tion report is further ev idence that the fair
value of the shares issued to Mr. Barber was approximately $2 per share. Quist opined
that the market value of the registrant’s stock was $36 million at March 31, 2005.  The March 31, 2005 Form 10-QSB reports 18,111,0 64 shares of common stock outstanding
on that date. The $36 million divided by the numbe r of shares equals $1.99 per share. As
previously requested, please revi se the financial statements to  value the transaction at $2
per share.

Closing Comments

As appropriate, please amend your periodic re ports to respond to these comments within
10 business days or tell us when you will provide us with a response.  You may contact Tracey
McKoy, Staff Accountant, at (202) 551-3772 or, in her absen ce, Al Pavot, Senior Staff
Accountant, at (202) 551-3738 if you have any qu estions regarding comments on the financial
statements.  Please contact Craig Slivka, Sta ff Attorney, at (202) 551-3729 with any other
questions.

      S i n c e r e l y ,

      Pamela A. Long
      A s s i s t a n t  D i r e c t o r

cc: Alan Talesnick, Esq.
 Jon Ploetz, Esq.
 (303) 894-9239