SecProbe.io

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                                                                   Wayne D. Swan
                                                                wswan@djplaw.com

VIA FACSIMILE AND FEDERAL EXPRESS
---------------------------------

November 23, 2005

David Burton
Staff Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

                  Re:      RemoteMDx, Inc.
                           Form 8-K
                           Filed November 8, 2005
                           ----------------------

Dear Mr. Burton:

         We are in receipt of the Staff's  letter  dated  November 16, 2005 with
respect  to the  above-referenced  Form  8-K.  We are  responding  herein to the
Staff's comments on behalf of our client,  RemoteMDx,  Inc. ("RemoteMDx") as set
forth below.

         RemoteMDx's  responses  set  forth  in  this  letter  are  numbered  to
correspond to the numbered comments in the Staff's letter. All capitalized terms
used but not  defined  herein  have the  meanings  assigned to such terms in the
Amended Form 8-K. For ease of reference,  we have set forth the Staff's comments
and RemoteMDx's response for each item below.

Item 4-01.  Changes in Registrant's Certifying Accountant
---------------------------------------------------------

1.       Revise to provide  the  information  required by Item  304(a)(1)(v)  of
         Regulation  S-K  (specifically  Item  304(a)(1)(iv)(B))  regarding  any
         reportable  event (i.e.,  internal control  weaknesses,  etc.) that the
         former accountant  advised the registrant of during the two most recent
         fiscal years and subsequent  interim period through the date the former
         accountant was dismissed.

              RemoteMDx's Response: The reference in the Form 8-K dated November
         2,  2005 to Item  304(a)(1)(v)  of  Regulation  S-K was in  error.  The
         reference  should have been to Item  304(a)(1)(iv)  of  Regulation  S-B
         because the registrant is a small business  filer.  In our amended 8-K,
         we will include the following disclosure:

              "There were no  reportable  events (as defined in  Regulation  S-B
         Item 304(a)(1)(iv))  during the years ended September 30, 2004 and 2003
         or the subsequent  interim period through November 2, 2005, except that
         Tanner  reported in letters to the Company's  audit committee and board
         of  directors,  dated June 7, 2005 and November  23, 2003,  that it had
         identified  deficiencies that existed in the design or operation of the
         Company's internal control over financial  reporting that it considered

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David Burton                            Page 2                 November 23, 2005

         to be  "significant  deficiencies"  and  "material  weaknesses."  These
         significant  deficiencies  and  material  weaknesses  in the  Company's
         internal  control  consisted  of (1) lack of controls  over the initial
         accounting for and disclosure of certain debt and equity  transactions,
         including  untimely  and  inadequate  communication  of debt and equity
         transactions to the accounting department so that proper accounting and
         disclosure could be undertaken, (2) lack of segregation of incompatible
         duties in the  accounting  function,  (3) lack of  controls  over board
         documentation of dividend declarations in connection with record dates,
         (4) lack of written  policies and  procedures for testing of impairment
         of long-lived assets and the lack of timely testing of such assets, and
         (5)  lack of  regular  contact  between  the  audit  committee  and the
         independent  registered  public  accounting firm.  Tanner,  through the
         previously  mentioned letters,  informed the board of directors and the
         audit  committee  of the  board  of  directors  that  the lack of these
         internal  controls could lead to the Company not being in a position to
         develop reliable financial statements. The Company also disclosed these
         significant deficiencies and material weaknesses to the Company's audit
         committee and board of directors.  The Company has authorized Tanner to
         respond fully to any inquiries by Hansen,  Barnett & Maxwell  regarding
         these  significant  deficiencies  and material  weaknesses  in internal
         control."

              "Additional  effort is needed to fully  remedy  these  significant
         deficiencies and material  weaknesses and the Company is continuing its
         efforts to improve and strengthen  its system of internal  control over
         accounting and financial  reporting.  The Company's  audit committee is
         working with the Company's management and outside advisors to implement
         internal  controls over  accounting  and financial  reporting  that are
         adequate and effective."

2.       In detail, describe the nature of each reportable event (i.e., internal
         control  weakness) and the amounts  involved,  if any. Also, tell us in
         what  period  the  reportable  event  occurred  and  whether or not you
         restated  (or intend to restate)  any prior  period for any  adjustment
         resulting  from the reportable  event;  and if not, why not. Tell us in
         detail  the steps you have taken (or plan to take) and  procedures  you
         implemented (or plan to implement) to correct each reportable event.

              See our  response  to  comment  1  regarding  the  detail  of each
         reportable event (internal  control  weakness);  items (1) through (5).
         Items  (2) and (5) had no  direct  dollar  amounts  involved.  Item (1)
         occurred during fiscal 2004. Item (1) was corrected with entries in the
         first  quarter  of 2004  totaling  $2,301,464,  entries  in the  second
         quarter of 2004 totaling $326,788, entries in the third quarter of 2004
         totaling  $677,573,  and entries in the fourth quarter of 2004 totaling
         $0. All entries  were  recorded in the period  requiring  the  entries,
         because  the Forms 10-Q and Form 10-K for fiscal 2004 were all filed at
         the same time.  No quarters in 2004 were  restated  and none need to be
         restated.  Item (3)  occurred in fiscal 2003 and was  corrected  with a
         dollar  entry of  $1,274,200.  Item (4) occurred in fiscal 2003 and was
         corrected  with a dollar entry of  $2,248,000.  The entries in 2003 for
         dividends and  long-lived  asset  impairment  were  appropriate  fourth
         quarter adjustments. No quarters in 2003 were restated and none need to
         be restated.

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David Burton                            Page 3                 November 23, 2005

              The  following  are the  steps we have  taken  (or that we plan to
         take),  including  procedures  implemented (or procedures planned to be
         implemented),  to correct  each  significant  deficiency  and  material
         weakness noted above.

              Item (1):  "Lack of controls over the initial  accounting  for and
         disclosure of certain debt and equity transactions,  including untimely
         and inadequate  communication  of debt and equity  transactions  to the
         accounting department so that proper accounting and disclosure could be
         undertaken."

              With respect to Item (1),  RemoteMDx has adopted and implemented a
         policy which requires that RemoteMDx's  Chief Financial  Officer attend
         all meetings of  RemoteMDx's  board of directors  and be provided  with
         draft  copies of minutes  from those  meetings  immediately  upon their
         preparation.  By attending these meetings,  RemoteMDx's Chief Financial
         Officer is made aware of debt and equity  transactions when approved by
         RemoteMDx's board of directors. He is then in a position to request and
         obtain copies of the documents setting forth these transactions and can
         communicate these transactions to RemoteMDx's accounting department for
         proper accounting and disclosure.

              Item  (2):  "Lack of  segregation  of  incompatible  duties in the
         accounting function."

              With  respect to Item (2),  RemoteMDx  intends  to add  additional
         personnel  to the  accounting  department  once it  obtains  reasonably
         sufficient  resources  to do so. This will allow  RemoteMDx to properly
         segregate  incompatible  duties in the accounting  function.  Until the
         additional personnel are added to the accounting department,  RemoteMDx
         has implemented  procedures whereby additional reviews are conducted by
         members of management to provide additional assurance that transactions
         are being recorded appropriately and assets are being safeguarded.

              Item (3): "Lack of controls over board  documentation  of dividend
         declarations in connection with record dates."

              With  respect  to Item  (3),  RemoteMDx's  board of  directors  is
         required to approve any  declaration of dividends.  In connection  with
         such declarations,  RemoteMDx has adopted and implemented a policy that
         prohibits the accounting  department  from  following  through with the
         issuance of any stock,  debt or other  securities in connection  with a
         dividend  declaration  unless such  issuances are approved and provided
         for  in  the  signed  minutes  of  meetings  of  RemoteMDx's  board  of
         directors.

              Item (4): "Lack of written  policies and procedures for testing of
         impairment of long-lived  assets and the lack of timely testing of such
         assets."

              With  respect  to Item  (4),  RemoteMDx's  policy  is to test  for
         impairment of indefinite-lived  intangible or tangible assets annually,
         in its fiscal fourth quarter,  with the assistance of outside advisors,
         as  necessary.   RemoteMDx's  policy  is  to  test  for  impairment  of
         definite-lived  long-term  tangible  assets as facts and  circumstances
         indicate  there  may be an  impairment  at  each  balance  sheet  date.
         RemoteMDx intends to adopt and implement specific and detailed policies

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David Burton                            Page 4                 November 23, 2005

         and procedures  regarding the testing of impairment of these long-lived
         assets and add  additional  personnel to the  accounting  department to
         ensure  that  testing  of such  assets  occurs  in a timely  manner  as
         required.

              Item (5): "Lack of regular contact between the audit committee and
         the independent registered public accounting firm."

              With respect to Item 5,  RemoteMDx  has adopted and  implemented a
         policy which  requires that the audit  committee  communicate  directly
         with RemoteMDx's independent registered public accounting firm at least
         on a quarterly basis and more often as circumstances require.

3.       Please  provide  us with a  schedule  of your  fiscal  year end  fourth
         quarter  adjustments  to close the books,  or  adjustments  recorded in
         connection  with  or as a  result  of the  audit  or  internal  control
         weakness.  Clearly  explain  the reason for each  adjustment.  For each
         adjustment,  show us the impact on pre-tax net loss.  Quantify  the net
         effect of all  adjustments on pre-tax net income (loss).  Also, tell us
         why none of the adjustments relate to prior periods.  Explain in detail
         why you believe the timing of each adjustment is appropriate.

              RemoteMDx's  Response: As our fiscal 2005 audit is in process with
         the successor auditors,  we are responding to your request with respect
         to fiscal 2004 and 2003 fourth quarter  adjustments to close the books,
         or resulting from the audit or the internal  control  weakness noted by
         the  former  accountants.  Schedule  A  attached  hereto  details  each
         adjustment,  its  individual  impact  on  pre-tax  net  loss,  and  the
         summation of all of these  adjustments  on pre-tax net loss. In the far
         right column of Schedule A is the rationale as to why the entry did not
         relate to prior  periods  and why the  adjustment  is  recorded  in the
         appropriate period.

4.       Provide  us with any letter or  written  communication  to and from the
         former accountants  regarding any disagreements or reportable events to
         management or the Audit Committee.

              RemoteMDx's  Response:  We have  attached  letters from our former
         accountants  dated  November  26, 2003 (SAS No. 61 letter) and November
         26,  2003  (Reportable  conditions  letter)  addressed  to our board of
         directors  that relate to our fiscal year ended  September 30, 2003. We
         have attached  letters from our former  accountants  dated June 7, 2005
         (Reportable  conditions letter) addressed to the audit committee of the
         board of directors and management and June 15, 2005 (SAS No. 61 letter)
         addressed to the audit  committee of the board of directors that relate
         to our fiscal  year ended  September  30,  2004.  There were no written
         responses  with  respect  to  these  letters  provided  to  the  former
         accountants from any of management, the audit committee or the board of
         directors.

5.       To the extent that you amend the Form 8-K to comply with our  comments,
         please  obtain  and file an updated  Exhibit 16 letter  from the former
         accountant  stating  whether the  accountant  agrees with your Item 304
         disclosures, or the extent to which the accountant does not agree.
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David Burton                            Page 5                 November 23, 2005

              RemoteMDx's  Response:  We will obtain and file an updated Exhibit
         16 letter from the former accountant with our Form 8-K/A.

              In response  to the Staff's  request,  we hereby  acknowledge  the
         following:

              o      that RemoteMDx is responsible for the adequacy and accuracy
                     of the disclosure in the filing;

              o      that Staff comments or changes to disclosure in response to
                     staff comments do not foreclose the Securities and Exchange
                     Commission (the  "Commission")  from taking any action with
                     respect to the filing; and

              o      that  RemoteMDx 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.

         We believe that the foregoing  responses  address the Staff's comments.
RemoteMDx intends to file its Form 8-K/A as soon as it determines that the Staff
will not have  additional  comments to the draft Form 8-K/A  provided  with this
letter. Please advise us at your earliest convenience if you have any questions.
Direct any questions to the undersigned at (801) 415-3000.  Thank you in advance
for your cooperation in connection with this matter.

Very truly yours,

/s/ Wayne D. Swan
DURHAM JONES & PINEGAR

cc:      Michael G. Acton, CFO (via e-mail)

Enclosures

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