SecProbe.io

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 July 30, 2025

Daniel Moorhead
Chief Financial Officer
ZYNEX INC
9655 Maroon Circle
Englewood, CO 80112

 Re: ZYNEX INC
 10-K/A filed July 24, 2025
 File No. 001-38804
Dear Daniel Moorhead:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 ​ ​ ​ ​ July 11, 2025 VIA EDGAR Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn.: Al Pavot Terence O’Brien Juan Grana Katherine Bagley Re: ZYNEX, INC. Form 10-K filed March 11, 2025 File No. 001-38804 Ladies and Gentlemen: This letter is submitted by Zynex, Inc, a Nevada corporation (the “ Company ”), in response to comments received from the staff of the Division of Corporation Finance (the “ Staff ”) of the United States Securities and Exchange Commission in a letter dated July 2, 2025 (the “ Comment Letter ”) with respect to the Company’s Correspondence filed with the Commission on June 5, 2025. For ease of reference, the Staff’s comments contained in the Comment Letter are reprinted below in bold, numbered to correspond with the paragraph number assigned in the Comment Letter, and is followed by the corresponding response of the Company. Correspondence filed June 5, 2025 Recent Events, page 7 1. We have read your response to prior comment 3. Please provide a loss contingency disclosure in the financial statement footnotes that clearly states whether a liability has been accrued for the potential repayment of prior Tricare cash collections. See also ASC 450-20-50. Response: In response to the Staff’s comment, the Company proposes to revise the disclosure under Recent Events as shown below in the redline. Recent Events - During the quarter ended March 31, 2025, the Company was notified that Tricare, one of our government payers, was temporarily suspending payments as they review prior claims. The suspension of Tricare payments is based on allegations of misrepresentation of supplies and equipment billed to the Tricare program; misrepresentation of diagnosis to justify a requirement for a TENS unit or lack of physician orders regarding the replenishment of supplies. We held a meeting with Tricare in April 2025 and believe we presented good evidence to get payments reinstated. In June 2025, the Company was notified by Tricare that the temporary payment suspension will continue while they conduct further review. Tricare historically represented approximately 20-25% of our annual revenue and cash collections from Tricare were $48.8 million and $38.8 million during the years ended December 31, 2024 and 2023, respectively. As directed by Tricare, we continue to support both existing patients and new patients as we receive their prescriptions. We recognized revenue of approximately $2.2 million for the quarter ended March 31, 2025, related to Tricare which equaled the cash received from Tricare during the ​ ​ period. All other fulfillments and related revenue during the first quarter have been fully reserved and we have no receivables related to Tricare as of March 31, 2025. We maintain a constraint for third-party payer refund requests but do not have a specific constraint related to prior Tricare payments as Tricare has not submitted a refund request. Due to the temporary payment suspension and lack of clarity on the timing of a resolution, we restructured our staff to align with current revenue. During 2025 we decreased our overall staff by approximately 15%, which primarily affected employees in our corporate departments. This staff reduction along with other expense reductions made during the second half of 2024 and the first quarter of 2025 will result in savings of approximately $35 million annually. If any additional information is required by the Staff or if you have any questions regarding the foregoing, please contact the undersigned or our counsel, Marcelle Balcombe at Sichenzia Ross Ference Carmel LLP at (212) 930-9700. Thank you for your time and attention. ​ ​ ​ ​ Very truly yours, ​ ​ ​ Zynex, Inc. ​ ​ ​ By:  /s/ Daniel Moorhead ​ ​ Daniel Moorhead ​ ​ Chief Financial Officer ​ ​

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 July 2, 2025

Daniel Moorhead
Chief Financial Officer
ZYNEX INC
9655 Maroon Circle
Englewood, CO 80112

 Re: ZYNEX INC
 Correspondence filed June 5, 2025
 File No. 001-38804
Dear Daniel Moorhead:

 We have reviewed your June 5, 2025 response to our May 21, 2025 comment
letter
and have the following comment. Please respond to this letter within ten
business days by
providing the requested information or advise us as soon as possible when you
will respond.
If you do not believe the comment applies to your facts and circumstances,
please tell us why
in your response. After reviewing your response to this letter, we may have
additional
comments.

Correspondence filed June 5, 2025
Recent Events, page 7

1. We have read your response to prior comment 3. Please provide a loss
contingency
 disclosure in the financial statement footnotes that clearly states
whether a liability has
 been accrued for the potential repayment of prior Tricare cash
collections. See also
 ASC 450-20-50.
 Please contact Al Pavot at 202-551-3738 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
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 ​ ​ June 5, 2025 ​ VIA EDGAR ​ Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 ​ Attn.: Al Pavot Terence O’Brien Juan Grana Katherine Bagley ​ Re: ZYNEX, INC. Form 10-K filed March 11, 2025 File No. 001-38804 ​ Ladies and Gentlemen: ​ This letter is submitted by Zynex, Inc, a Nevada corporation (the “ Company ”), in response to comments received from the staff of the Division of Corporation Finance (the “ Staff ”) of the United States Securities and Exchange Commission in a letter dated May 21, 2025 (the “ Comment Letter ”) with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2024 (the “ Form 10-K ”), filed with the Commission on March 11, 2025. ​ For ease of reference, the Staff’s comments contained in the Comment Letter are reprinted below in bold, numbered to correspond with the paragraph number assigned in the Comment Letter, and is followed by the corresponding response of the Company. ​ Form 10-K for Fiscal Year Ended December 31, 2024 We face periodic reviews and billing audits..., page 13 ​ 1. We note your disclosure that you are subject to reviews and audits from various parties; however, your risk factor does not indicate whether you have historically experienced a corresponding material adverse effect on your business, financial condition, results of operations, or cash flows. Also, the disclosure does not indicate whether you have historically lost your right to participate in the Medicare program, state programs, or one or more private payer networks. Please expand your disclosure to clarify the extent to which you have experienced any material adverse effects on your business or lost your right to participate in any government programs or private payor networks, so that investors may better assess the magnitude of these risks. In addition, please expand the succeeding risk factor about third-party payer reimbursements to disclose the extent to which you have been materially impacted. For example, we note your disclosure elsewhere that you were recently notified that TriCare, one of your government payers, was temporarily suspending payment as they review prior claims. ​ Response : We have not experienced any material adverse effects on our business or lost our right to participate in any government program or private payer networks related to reviews and audits. We are currently involved in a review with Tricare. However, the extent and materiality of their review is currently unknown. We placed an allowance on all Tricare receivables as of December 31, 2024, and therefore have no balance sheet exposure as of that date. ​ The Company intends to revise the risk factor included in the Form 10-K on page 13 as shown in the redline below. ​ We face periodic reviews and billing audits from governmental and private payers, and these audits could have adverse results that may negatively impact our business . ​ As a result of our participation in the Medicaid program and our registration in the Medicare program, we are subject to various governmental reviews and audits to verify our compliance with these programs and applicable laws and regulations. We also are subject to audits under various government programs in which third-party firms engaged by CMS conduct extensive reviews of claims data and medical and other records to identify potential improper payments under the Medicare program. Private payers also reserve the right to conduct audits. If billing errors are identified in the sample of reviewed claims, the billing error can be extrapolated to all claims filed which could result in a larger overpayment than originally identified in the sample of reviewed claims. Our costs to respond to and defend reviews and audits may be significant and could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Moreover, an adverse review or audit could result in: ​ · required refunding or retroactive adjustment of amounts we have been paid by governmental or private payers; · state or Federal agencies imposing fines, penalties, and other sanctions on us; · loss of our right to participate in the Medicare program, state programs, or one or more private payer networks; or · damage to our business and reputation in various markets. ​ Any one of these results could have a material adverse effect on our business, financial condition, results of operations, and cash flows. ​ Historically, we have not experienced any material adverse effects on our business or lost our right to participate in any government program or private payer networks related to reviews and audits. We are currently involved in a temporary payment suspension with Tricare. Cash collections from Tricare were $48.8 million and $38.8 million during the years ended December 31, 2024 and 2023, respectively. If the Company were to be required to repay all or any portion of the cash collections from 2024, 2023 or prior periods, it could have a material adverse effect on the Company. ​ Failure to secure and maintain adequate coverage and reimbursement from third-party payers could adversely affect acceptance of our products and reduce our revenues. The majority of our revenues come from third-party payers, primarily insurance companies. In the U.S., private payers cover the largest segment of the population, with the remainder either uninsured or covered by governmental payers. The majority of the third-party payers outside the U.S. are government agencies, government sponsored entities, or other payers operating under significant regulatory requirements from national or regional governments. 2 Third-party payers may decline to cover and reimburse certain procedures, supplies, or services. Additionally, some third-party payers may decline to cover and reimburse our products for a particular patient even if the payer has a favorable coverage policy addressing our products or previously approved reimbursement for our products. Furthermore, private and government payers may consider the cost of a treatment in approving coverage or in setting reimbursement for the treatment. Private and government payers are increasingly challenging the prices charged for medical products and services. Additionally, the containment of healthcare costs has become a priority of governments. Adoption of additional price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures could further limit our revenues and operating results. If third-party payers do not consider our products or the combination of our products with additional treatments to be cost-justified under a required cost-testing model, they may not cover our products for their populations or, if they do, the level of reimbursement may not be sufficient to allow us to sell our products on a profitable basis. Reimbursement for the treatment of patients with medical devices is governed by complex mechanisms. These mechanisms vary widely among countries, can be informal, somewhat unpredictable, and evolve constantly, reflecting the efforts of these countries to reduce public spending on healthcare. As a result, obtaining and maintaining reimbursement for the treatment of patients with medical devices has become more challenging. We cannot guarantee that the use of our products will receive reimbursement approvals and cannot guarantee that our existing reimbursement approvals will be maintained in any country. Our failure to secure or maintain adequate coverage or reimbursement for our products by third-party payers in the U.S. or in the other jurisdictions in which we market our products could have a material adverse effect on our business, revenues, and results of operations and cause our stock price to decline. ​ We are currently involved in a temporary payment suspension with Tricare. Cash collections from Tricare were $48.8 million and $38.8 million during the years ended December 31, 2024 and 2023, respectively. If the Company were to be required to repay all or any portion of the cash collections from 2024, 2023 or prior periods, it could have a material adverse effect on the Company. ​ Critical Accounting Estimates, page 41 ​ 2. Your risk factor on page 14 states that inaccurate accounting estimates could have a material adverse impact on your operating results. Please expand your critical accounting policy disclosures to include quantified information about how changes to critical estimates underlying revenue recognition and collection of receivables have impacted reported revenue and operating results. Refer to Item 303(b)(3) of Regulation S-K ​ Response: In our discussion under Variable Consideration within our Critical Accounting Estimates disclosure we disclosed that any differences between estimated settlements and final determinations are reflected as an increase or a reduction in revenue in the period when such final determinations are known. Historically these differences have been immaterial, and the Company has not had to go back and reassess the adjustments of future periods for past billing adjustments. In response to the Staff’s comment the Company intends to enhance the current disclosure as redlined below. Variable Consideration A significant portion of the Company’s revenues are derived, and the related receivables are due, from patients with commercial or government health insurance plans. Revenues are estimated using the portfolio approach 3 by third party payer type based upon historical rates of collection, the aging of receivables, trends in the historical reimbursement rates by third-party payer types and current relationships and experience with the third-party payers, which includes estimated constraints for third-party payer refund requests, deductions, allowance for uncollectible accounts, and billing allowance adjustments. Inherent in these estimates is the risk that they will have to be revised as additional information becomes available and constraints are released. If initial estimates are updated these changes are accounted for as increases or decreases in the transaction price. Assuming the underlying performance obligation to which the change in price relates has already been satisfied, those changes in transaction price are immediately recognized as increases or decreases in revenue (not credit losses (bad debt expense)) in the period in which the estimate changes.  Additionally, the complexity of third-party billing arrangements and the uncertainty of reimbursement amounts for certain products from third-party payers or unanticipated requirements to refund payments previously received may result in adjustments to amounts originally recorded. Due to continuing changes in the healthcare industry and third-party payer reimbursement, it is possible our forecasting model to estimate collections could change, which could have an impact on our results of operations and cash flows. Any differences between estimated settlements and final determinations are reflected as an increase or a reduction in revenue in the period when such final determinations are known. Historically these differences have been immaterial, and the Company has not had to go back and reassess the adjustments of future periods for past billing adjustments. The Company monitors the variability and uncertain timing over third-party payer types in our portfolios. If there is a change in our third-party payer mix over time, it could affect our net revenue and related receivables. We believe we have a sufficient history of collection experience to estimate the net collectible amounts by third-party payer type. However, changes to constraints related to billing adjustments and refund requests have historically fluctuated and may continue to fluctuate significantly from quarter to quarter and year to year. Our net revenue as a percentage of gross revenue for the years ended December 31, 2024 and 2023 were 11% and 12%, respectively. We collected 94% of our December 31, 2023 accounts receivable balance during 2024 and 98% through April 30, 2025. ​ During the quarter ended December 31, 2023, the Company had a change in the estimate of uncollectable receivables. An allowance was placed on a group of older receivables from a single payer. We continue to work with this payer and current collections are in line with expectations.   The result of this change in allowance was a reduction of $6.2 million to net revenue ($4.6 million net of tax) or $0.14 per basic and diluted share for the three months ended December 31, 2023, and $0.13 per basic and diluted share for the year ended December 31, 2023. ​ Form 10-Q filed April 29, 2025 Recent Events, page 7 ​ 3. We note TriCare is suspending payments as they review prior claims. Please discuss the nature of the TriCare matter including known material facts and circumstances, such as the magnitude of claims potentially being reviewed by TriCare, the potential impact to your financial statements if you have to reimburse TriCare, and the underlying reasons for the dispute. Tell us your consideration of providing disclosure responsive to ASC 450-20-50 in your footnotes. ​ Response: In response to the Staff’s comment, the Company proposes to revise the disclosure under Recent Events as shown below in the redline. ​ 4 Recent Events - During the quarter ended March 31, 2025, the Company was notified that Tricare, one of our government payers, was temporarily suspending payments as they review prior claims. The suspension of Tricare payments is based on allegations of misrepresentation of supplies and equipment billed to the Tricare program; misrepresentation of diagnosis to justify a requirement for a TENS unit or lack of physician orders regarding the replenishment of supplies. We held a meeting with Tricare in April 2025 and believe we had good evidence to get payments reinstated, Tricare is expected to respond in June 2025. The suspension of Tricare claims processing and payment will continue while our response is being reviewed. Tricare historically represented approximately 20-25% of our annual revenue and cash collections from Tricare were $48.8 million and $38.8 million during the years ended December 31, 2024 and 2023, respectively . As directed by Tricare, we continue to support both existing patients and new patients as we receive their prescriptions. We recognized revenue of approximately $2.2 million for the quarter ended March 31, 2025 related to Tricare which equaled the cash received from Tricare during the period. All other fulfillments and related revenue during the first quarter have been fully reserved and we have no receivables related to Tricare as of March 31, 2025. Due to the temporary payment suspension and lack of clarity on the timing of a resolution, we restructured our staff to align with current revenue. During 2025 we decreased our overall staff by approximately 15%, which primarily affected employees in our corporate departments. This staff reduction along with other expense reductions made during the second half of 2024 and the first quarter of 2025 will result in savings of approximately $35 million annually. ​ Results of Operations Net Revenue, page 22 ​ 4. We note sales of devices and supplies during the quarter ending March 31, 2025, decreased 15% and 55% over the comparable interim period ending March 31, 2024, and 20% and 53% over the prior quarter ending December 31, 2024. Please separately quantify the amount of the decrease from changes in volumes sold during the periods, constrained revenue from fulfilling new orders related to current period sales to TriCare patients, and adjustments to prior period revenue from changes in estimates relating to the TriCare investigation. ​ Response: In response to the Staff’s comment, the Company proposes to r

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 May 21, 2025

Daniel Moorhead
Chief Financial Officer
ZYNEX INC
9655 Maroon Circle
Englewood, CO 80112

 Re: ZYNEX INC
 Form 10-K filed March 11, 2025
 File No. 001-38804
Dear Daniel Moorhead:

 We have reviewed your filing and have the following comments. Please
respond to
this letter within ten business days by providing the requested information or
advise us as
soon as possible when you will respond. If you do not believe a comment applies
to your
facts and circumstances, please tell us why in your response. After reviewing
your response
to this letter, we may have additional comments.

Form 10-K for Fiscal Year Ended December 31, 2024
We face periodic reviews and billing audits..., page 13

1. We note your disclosure that you are subject to reviews and audits from
various
 parties; however, your risk factor does not indicate whether you have
historically
 experienced a corresponding material adverse effect on your business,
financial
 condition, results of operations, or cash flows. Also, the disclosure
does not indicate
 whether you have historically lost your right to participate in the
Medicare program,
 state programs, or one or more private payer networks. Please expand
your disclosure
 to clarify the extent to which you have experienced any material adverse
effects on
 your business or lost your right to participate in any government
programs or private
 payor networks, so that investors may better assess the magnitude of
these risks. In
 addition, please expand the succeeding risk factor about third-party
payer
 reimbursements to disclose the extent to which you have been materially
impacted.
 For example, we note your disclosure elsewhere that you were recently
notified that
 TriCare, one of your government payers, was temporarily suspending
payment as they
 review prior claims.
 May 21, 2025
Page 2

Critical Accounting Estimates, page 41

2. Your risk factor on page 14 states that inaccurate accounting estimates
could have a
 material adverse impact on your operating results. Please expand your
critical
 accounting policy disclosures to include quantified information about
how changes to
 critical estimates underlying revenue recognition and collection of
receivables have
 impacted reported revenue and operating results. Refer to Item 303(b)(3)
of
 Regulation S-K

Form 10-Q filed April 29, 2025
Recent Events, page 7

3. We note TriCare is suspending payments as they review prior claims.
Please discuss
 the nature of the TriCare matter including known material facts and
circumstances,
 such as the magnitude of claims potentially being reviewed by TriCare,
the potential
 impact to your financial statements if you have to reimburse TriCare,
and the
 underlying reasons for the dispute. Tell us your consideration of
providing disclosure
 responsive to ASC 450-20-50 in your footnotes.
Results of Operations
Net Revenue, page 22

4. We note sales of devices and supplies during the quarter ending March
31, 2025,
 decreased 15% and 55% over the comparable interim period ending March
31, 2024,
 and 20% and 53% over the prior quarter ending December 31, 2024. Please
separately
 quantify the amount of the decrease from changes in volumes sold during
the periods,
 constrained revenue from fulfilling new orders related to current period
sales to
 TriCare patients, and adjustments to prior period revenue from changes
in estimates
 relating to the TriCare investigation.
5. Please clarify how the TriCare matter impacted the accounting for 2025
first quarter
 sales where TriCare is a payer. Clarify whether revenue was recognized
on those sale
 transactions and, if so, whether there was a material change in the
estimated net sales
 prices.
Liquidity, page 23

6. Please expand your disclosure to identify the expected sources of cash
that you intend
 to use in order to redeem the Senior Notes, which mature on May 15,
2026. See Item
 303(a) of Regulation S-K.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff. Please contact Al Pavot at 202-551-3738 or Terence
O'Brien at 202-
551-3355 if you have questions regarding comments on the financial statements
and related
matters. Please contact Juan Grana at 202-551-6034 or Katherine Bagley at
202-551-2545
with any other questions.
 May 21, 2025
Page 3

 Sincerely,

 Division of Corporation Finance
 Office of Industrial Applications and
 Services
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July 1, 2019
Thomas Sandgaard
Chief Executive Officer
Zynex, Inc.
9555 Maroon Ci.
Englewood, CO 80112
Re:Zynex, Inc.
Registration Statement on Form S-3
Filed June 26, 2019
File No. 333-232367
Dear Mr. Sandgaard:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Atallah at (202) 551-3663 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Gregory Sichenzia

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Zynex,
Inc.

9555 Maroon Circle

Englewood, CO 80112

July 1, 2019

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Zynex, Inc.

Registration Statement on Form S-3

File No. 333-232367

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Zynex, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become
effective at 9:00 a.m., Eastern Time, on July 3, 2019, or as soon thereafter as possible. The Company acknowledges that: 1) should
the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing; 2) the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and 3) the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

    ZYNEX, INC.

    By:  /s/ Daniel Moorhead

    Name:  Daniel Moorhead

    Title:    Chief Financial
    Officer

March 11, 2019
Thomas Sandgaard
President and Chief Executive Officer
ZYNEX, INC.
9555 Maroon Cir.
Englewood, CO, 80112
Re:ZYNEX, INC.
Registration Statement on Form S-3
Filed March 7, 2019
File No. 333-230128
Dear Mr. Sandgaard:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Caleb French at 202-551-6947 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Gregory Sichenzia, Esq.

CORRESP
1
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Zynex, Inc.

9555 Maroon Circle

Englewood, CO 80112

March 8, 2019

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Zynex, Inc.

    Registration Statement on Form S-3

    File No. 333-230128

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Zynex, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become
effective at 4:00 p.m., Eastern Time, on March 12, 2019, or as soon thereafter as possible. The Company acknowledges that: 1) should
the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing; 2) the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and 3) the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

    ZYNEX, INC.

    By:
    /s/ Daniel Moorhead

    Name:
    Daniel Moorhead

    Title:
    Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3030
 September 29, 2009
 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 fiscal year ended December 31, 2008 Filed April 15, 2009 File No. 033-26787-D
 Dear Mr. Allison:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.            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

CORRESP
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    zynexcorrespondence_91809.htm

September 18, 2009

Mr. Kevin L. Vaughn

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

Re:

Zynex, Inc.

Form 10-K for Year Ended December 31, 2008

Filed April 15, 2009

File No. 033-26787-D

Dear Mr. Vaughn:

This letter responds to the comment of the staff of the Securities and Exchange Commission in its letter dated September 8, 2009 with respect to the Form 10-K Report listed above.  The text of the staff’s comment is set forth below in bold followed by the response.

Form 10-K as of December 31, 2008

Consolidated Financial Statements, page F-1

Note (2) Significant Accounting Policies, page F-7

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

1.

We note your response to prior comment 6 in which you state that the use of an estimate of provider discounts applied against the claims sent to the providers for goods and services performed during the period is appropriate because there is sufficient historical information available within Zynex to serve as a basis for making the estimate.  Please
tell us in more detail what types of historical information are available, how it is utilized in making your estimates for provider discounts and how the 2008 restatements impacted your ability to make estimates for provider discounts.

Mr. Kevin L. Vaughn

September 18, 2009

Page 2

Response:

What types of historical information are available - The Company has two sources of historical data, an accounting system and a patient tracking/insurance billing database. The Company implemented the current accounting system, Sage BusinessWorks (Sage BW), effective September
2007. From Sage BW, the Company is able to extract invoices issued and the related payments as well as an aging report for open accounts receivable.  The Company also runs an accounts receivable aging from Sage BW. From the patient tracking/insurance billing database, the Company extracts the type of insurance coverage, the insurance claim amounts and the date the patient was prescribed the device. The Company also maintains a “Receivable and Allowance Movement” spreadsheet summarizing the
movements in the Accounts Receivable and Allowance for Provider Discounts and Collectability accounts.

How the information is utilized in making estimates – The Company utilizes the various reports in the following manner:

·

To determine the provision rate to be applied against the claims sent to the insurance providers, the Company maintains a “Summary Collected History” spreadsheet. Use of this spreadsheet commenced in 2009 for preparation of the December 31, 2008 financial statements, the restatements of the 2008 quarterly financial statements and the 2009 quarterly
financial statements. To prepare this spreadsheet, the Company extracts, from Sage BW, invoices by the month they were issued. The Company also extracts, from Sage BW, the payments received. The payments are then matched to the applicable invoices. The “Summary Collected History” spreadsheet shows, for each month and quarter total, the billed amount and the collected-to-date against the billed amount. The Company uses this “Summary Collected History” spreadsheet to review collection trends
and estimate what rate to use as a provision against the claims sent to the insurance providers in the current period.

·

To analyze the appropriateness of the allowance account on the balance sheet, the Company runs an Accounts Receivable Aging from Sage BW which is broken into 90 day buckets (0 – 90 days, 91 – 180 days, 181 – 270 days), based on date of invoice. The Company inserts the totals into the “Allowance Aging” spreadsheet which applies
a specific percentage to each aging category to determine the allowance needed based on historical payment patterns.

Mr. Kevin L. Vaughn

September 18, 2009

Page 3

·

The Company uses the “Receivable and Allowance Movement” spreadsheet to review the percentage applied to the allowance account versus the percentage collected in each month and on a quarterly summary. The Company also uses this spreadsheet to evaluate the ending allowance balance as a percentage of the open receivables.

·

The Company runs various reports from the patient tracking/insurance billing database including the “Less than 3 Month Collection after Rx Date” by insurance payor type. The Company uses these reports to evaluate the pool of receivables for completeness and the types of insurance companies being billed. These reports allow the Company to review
whether groups of patients have been billed in the correct period and that the mix of insurance providers in the pool is consistent.

·

The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) of the Company meet on a quarterly basis and review all of the reports identified above plus any known outside factors or trends in the industry. The CEO and the CFO make a determination if the allowance is appropriate or if an adjustment is necessary based on all available information.
The CEO and CFO then present their conclusions to the Audit Committee as part of each quarterly close.

How the 2008 restatements impacted the ability to make estimates – When analyzing the accounts receivable as of December 31, 2008, it became apparent that because of changes during the year largely related to changes in payor patterns in 2008 and the Company’s significant
growth in 2007 and 2008, the Company needed more information in order to better estimate the total allowance. The indication of a need to restate each of the first three quarters of 2008 arose from the information the Company developed from that analysis of accounts receivable.

The 2007-2008 growth in the number of patients in the database and the increased number of employees using the database affected the performance of the patient tracking/insurance billing database during the first three quarters of 2008.  The Company implemented enhancements to the patient tracking/insurance billing database beginning
in September 2008 and has continued making enhancements since then. The initial enhancement was to increase the response performance to employees inquiring about patient records, allowing the Company to evaluate the status of claims with insurance companies on a timelier basis.

Mr. Kevin L. Vaughn

September 18, 2009

Page 4

The Company determined that the open accounts receivable as of December 31, 2008 included a large portion of older invoices. Using the performance enhancements in the patient tracking/insurance billing database, the Company made the decision to write-off all open receivables over 270 days. This allowed the use of the “Allowance Aging”
spreadsheet described above.

The Company determined as of December 31, 2008, there was sufficient data to prepare and use the “Summary Collected History” spreadsheet. This allows the Company to, among other things, assess changes in payor patterns during the year.

The restatements of the first three quarters of 2008 did not impact our ability to make estimates of provider discounts. The quarterly financial statements in 2008 used available data and analysis. The additional information developed by the Company in connection
with the 2008 year-end analysis caused the Company to conclude a restatement was necessary. The Company now has more information available to develop better estimates and more methods available to analyze the data.

We acknowledge that:

·

Our 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 do not foreclose the Commission from taking any action with respect to the filings; and

·

Our 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.

Mr. Kevin L. Vaughn

September 18, 2009

Page 5

If you have any questions or comments regarding the foregoing, please contact Mark R. Levy (303-290-1083) or Amy Bowler (303-290-1086) at Holland & Hart LLP, our attorneys.  Thank you.

Very truly yours,

ZYNEX, INC.

By:

 /s/ Fritz G. Allison

Fritz G. Allison

Executive Vice President of Finance and Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030

September 8, 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 response dated August 24, 2009 and have the following
additional comments.  Where i ndicated, we think you should revise your document in future
filings in response to these comments.  If you disa gree, we will consider y our explanation as to
why our comment is inapplicable or a revision is  unnecessary.  Please be as  detailed as necessary
in your explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  Af ter reviewing this information, we may raise
additional comments.   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. September 8, 2009 Page 2
 Form 10-K as of December 31, 2008

 Consolidated Financial Statements, page F-1

 Note (2) Significant Accounting Policies, page F-7

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

 1. We note your response to prior comment six in which you state that the use of an
estimate of provider discounts applied against th e claims sent to the providers for goods
and services performed duri ng the period is appropriate because there is sufficient
historical information available within Zynex to serve as a basis for making the estimate.
Please tell us in more detail what types of historical information are available, how it is
utilized in making your estimates for provi der discounts and how the 2008 restatements
impacted your ability to make estimates for provider discounts.

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 comment 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.

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

CORRESP
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    zynexcorrespondence_82409.htm

      August
24, 2009

      Mr. Kevin
L. Vaughn

      Accounting
Branch Chief

      Division
of Corporation Finance

      U.S.
Securities and Exchange Commission

      100 F
Street, N.E.

      Washington,
DC  20549

      Re:        Zynex,
Inc.

      Form 10-K for Year Ended December 31,
2008

      Filed April 15, 2009

      File No. 033-26787-D

      Dear Mr.
Vaughn:

      This
letter responds to the comments of the staff of the Securities and Exchange
Commission in its letter dated July 15, 2009 with respect to the Form 10-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 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 from 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 material misstatement, including whether or not you
      applied alternative procedures.

      Mr. Kevin
L. Vaughn

      August
24, 2009

      Page
2

      Response:

      The
material weakness that management identified and disclosed in the Company’s Form
10-K was determined to exist at December 31, 2008.  In order to
compensate for the material weakness and to ensure that the Company’s December
31, 2008 consolidated financial statements were free from material misstatement,
the Company performed alternative procedures during the course of preparing the
December 31, 2008 consolidated financial statements.  These
alternative procedures performed by management included: 1) a detailed manual
review of the aging of accounts receivables, 2) the write-off of all accounts
over 270 days old, 3) establishment of additional methodologies to better
estimate the allowances for provider discounts (as more fully described in our
response to Staff’s comment number 9), and 4) a line-by-line review of all
purchased inventory items to correct, where needed, to current year costs of
items purchased and items which were manufactured.

      Management
expects that the material weakness will be corrected by December 31, 2009.
Alternative procedure #3, referenced above, has become one of the procedures
that will be used in the preparation of future financial
statements.

                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
      statements.  Please tell us and revise future filings to explain
      in greater detail the underlying deficiency 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 control deficiency or deficiencies limits your
      ability to produce financial statements free from material
      misstatements.

      Mr. Kevin
L. Vaughn

      August
24, 2009

      Page
3

      Response:

      The
Company will revise future filings to include disclosures substantially as
follows. Changes will be made based upon subsequent facts.

      Based on
an evaluation as of December 31, 2008, management had concluded that the
Company’s internal control over financial reporting was not effective as of
December 31, 2008. Our principal Chief Executive Officer and Chief Financial
Officer concluded that the Company had a material weakness in its ability to
produce financial statements free from material misstatements. Management
reported a material weakness resulting from the combination of the following
significant deficiencies:

                ·

                The
      Company did not have effective controls to ensure timely write-off of
      uncollectible accounts receivable, resulting in an overstatement of our
      accounts receivable and net revenue. The controls that were not considered
      effective included a performance issue with the Company’s billing system
      which prevented timely determination of accounts to be written-off and
      lack of procedures to write-off uncollectible accounts receivable based
      upon their aging.

                ·

                The
      Company was utilizing a method for calculating the allowance for provider
      discounts and uncollectibility that was dependent on annual calculations
      and annual historical results which was not reactive to rapid changes
      during the year. Further, this methodology was dependent upon write-offs
      which were not done timely.

                ·

                The
      Company did not have an adequate process in place to update the inventory
      costing to reflect the pricing differences between purchased items and
      items manufactured by the Company

      In order
to remediate the material weaknesses described above, our management implemented
the following changes to the Company’s internal control over financial reporting
during the first quarter of 2009:

                ·

                The
      Company has made enhancements to the performance of our billing system to
      allow accounts to be analyzed timely, allowing write-offs to be made
      timely:

                ·

                The
      Company has implemented procedures to write-off accounts receivable which
      are deemed uncollectible based upon their
aging;

                ·

                The
      Company has developed a new model for analyzing the collectability of the
      Company’s accounts receivable that is updated on a timely basis throughout
      the year. The simultaneous use of the old model and timely write-offs of
      uncollectible accounts receivable serves as a comparative tool to validate
      annual trends;

      Mr. Kevin
L. Vaughn

      August
24, 2009

      Page
4

                ·

                Management
      has updated the Company’s inventory costing to reflect the pricing of
      purchased items and items manufactured by the
  Company.

      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 zero during
      2007.  Please explain to us the nature of this charge and
      discuss why there was no similar provision during
  2007.

      Response:

      In a
letter dated July 1, 2008, the Staff requested the Company break the “provision
for losses on accounts receivable (uncollectibility)” separately from the
“provision for provider discounts”. When preparing the 2008 comparative
consolidated financial statements for the year ended December 31, 2008, the
Company utilized the 2007 Statement of Cash Flows as originally filed and
inadvertently did not break out the 2007 provision amount separately into these
two components. There was no effect on the total of the two provisions. The
Company believes there is not a material impact to readers of the financial
statements as there is no impact on the “net cash provided by operating
activities” in the Statement of Cash Flows and that a reader of the financial
statements would not have formed a different opinion had the amount been
presented separately. The properly classified amounts for 2007 were $4,462,724
for the provision for provider discounts and $339,000 for the provision for
uncollectibility. The Company intends to break out the components described
above in future filings for all periods presented.

      Note (2) Significant
Accounting Policies, page F-7

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

                4.

                We
      note that you recognize revenue from distributors 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
      distributors.  Disclose any significant payment terms, return
      rights, exchange provisions, price protection, discounts, sales incentives
      and any other significant matters.  Refer to SAB 104 and SFAS 48
      as appropriate.

      Mr. Kevin
L. Vaughn

      August
24, 2009

      Page
5

      Response:

      Sales to
distributors have historically been a small percentage of the Company’s total
revenue (approximately $50,000, 0.4% in 2008 and approximately $25,000, 0.3% in
2007). There are no significant payment terms, return rights, exchange
provisions, price protection, discounts, sales incentives or any other
significant matters with regard to these transactions. The Company will comply
with the Staff’s comment by revising the description of our accounting policy
for recognizing revenue from distributors in future filings as
follows:  The Company recognizes revenue from distributors when it
ships its products fulfilling an order and title has transferred.

                5.

                As
      a related matter, please clarify why it is appropriate to recognize
      revenue from distributors upon
shipment.

      Response:

      The
Company recognizes revenue upon shipment to distributors and transfer of title,
because the Company believes the four requirements for recognizing revenue have
been met. Specifically, evidence of an arrangement exists in the form of the
order from the distributor, delivery exists because the products have been
shipped to the distributor and title has transferred, there is a fixed sales
price based on the order from the distributor and, collectability is reasonably
assured based on the Company’s collection history with the distributors and the
assessed credit worthiness of the distributors with which the Company does
business. Sales to distributors were less than 0.5% of the Company’s total
revenue in 2008.

                6.

                With
      reference to your disclosures on pages 22, 44 and F-6 with respect to the
      collectability of outstanding accounts receivable, 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
      dispensed to the patient and the patient’s insurance has been
      verified.  Specifically, explain why you believe the sales price
      is fixed and determinable and that collectability is reasonably assured at
      this point in time.  Refer to SAB Topic
  13.

      Mr. Kevin
L. Vaughn

      August
24, 2009

      Page
6

      Response:

      SAB Topic
13 states that revenue generally is realized or realizable and earned when all
of the following are met:

                ·

                Persuasive
      evidence of an arrangement exists,

                ·

                Delivery
      has occurred or services have been
rendered,

                ·

                The
      seller’s price to the buyer is fixed or determinable,
      and

                ·

                Collection
      is reasonably assured.

      The
Company believes that at the time the product has been dispensed to the patient
and patient’s insurance has been verified all SAB Topic 13 requirements have
been satisfied. At this point:

                ·

                Evidence
      of an arrangement exists in the form of an order and
      acceptance;

                ·

                There
      is no contingent service or action required by the Company and delivery
      has occurred;

                ·

                The
      Company believes that the price is determinable. The Company’s sales price
      is subject to contractual adjustment; however, this adjustment can be
      estimated and determined based on contractual arrangements with insurance
      companies or other third party payors and/or can be estimated based on
      historical adjustments made by such third party payors (as described in
      greater detail below).

                ·

                Collectability
      is considered reasonably assured based on contractual arrangements,
      historical rates of collection, trends in the historical rates of
      collection and current relationships and experience with insurance
      companies or other third party
payors.

      Provider
discounts result from reimbursements from insurance providers that are less than
amounts claimed, where the amount claimed by the Company exceeds the insurance
provider's usual, customary and reasonable reimbursement rate, amounts subject
to insureds’ deductibles, and when there is a benefit denial.

      The
Company believes the use of an estimate of provider discounts applied against
the claims sent to the providers for goods and services performed during the
period is appropriate for the following reasons:

      Mr. Kevin
L. Vaughn

      August
24, 2009

      Page
7

                ·

                The
      estimate is made upon a large pool of homogeneous
  items.

                ·

                The
      estimate can be made on a timely
basis.

                ·

                There
      is sufficient historical information available within the Company to serve
      as a basis for making the estimate.

                ·

                There
      are no external factors such as product obsolescence which would impact
      the estimate.

            The Company
is following industry standards. The American Institute of Certified Public
Accountants published the following in their Audit and Accounting Guides for
Health Care Organizations.

        Revenue
from Health Care Services

            Excerpts
from paragraph 1.26. In general, gross service revenue is recorded in the
accounting records on an accrual basis at the provider's established rates,
regardless of whether the health care organization expects to collect that
amount. Provisions recognizing contractual adjustments and other adjustments are
recorded on an accrual basis and deducted from gross service revenue to
determine net service revenue. For financial reporting purposes, gross revenue
does not include charity care and service revenue is reported net of contractual
and other adjustments in the statement of operations.

        Third-Party Payor
Considerations

            Excerpts
from paragraph 1.28. Some third-party payors retrospectively determine final
amounts reimbursable for services rendered to their beneficiaries based on
allowable costs. These payors reimburse the health care organization on the
basis of interim payment rates until the retrospective determination of
allowable costs can be made. In most instances, the accumulation and allocation
of allowable costs and other factors result in final settlements different from
the interim payment rates. Final settlements are determined after the close of
the fiscal periods to which they apply and may affect materially the health care
organization's financial position and results of operations. Consequently, a
reasonable estimate of the amount receivable from or payable to these payors
should be made in the same period that the rel

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

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

Mail Stop 6010

July 24, 2008

Via Facsimile and U.S. Mail

Mr. Thomas Sandgaard Chief Executive Officer Zynex Medical Holdings, Inc.
8022 Southpart Circle, Suite 100
Littleton, CO   80210
 Re: Zynex Medical Holdings, Inc.
  Form 10-KSB for the year ended December 31, 2007
Filed April 16, 2008
File No. 33-26787-A
Dear Mr. Sandgaard:   We have completed our review of your Form 10-KSB and related filings and have no further comments at this time.            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

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    zynexcorrespondence_71608.htm

    July 16,
2008

    Mr. David
Burton

    Staff
Accountant

    U.S.
Securities and Exchange Commission

    100 F
Street, N.E., Mail Stop 6010

    Washington,
DC  20549

    Re:      Zynex
Medical Holdings, Inc.

    Form 10-KSB for the year ended December 31,
2007

    Filed
April 16, 2008

    File
No. 33-26787-A

    Dear Mr.
Burton:

    This
letter responds to the comments of the staff of the Securities and Exchange
Commission in its letter dated July 1, 2008 with respect to the Form 10-KSB
Report listed above.  The text of the staff’s comments is set forth
below in bold followed in each case by the response.

    Form 10-KS B for the Year
Ended December 31, 2007

    Management’s Discussion and
Analysis or Plan of Operation, page 14

    Results of Operations, page
14

              1.

              We
      note from page 10 that 65% of your revenue
      is derived from rental income and 35% of your revenue is derived from net
      sales.  We further note that the increase in net sales and
      rental income from 2006 to 2007 was 215%.  In order to enhance
      investor’s understanding of your results of operations, please revise your
      discussion of your revenue in future filings to separately describe the
      impact of changes in rental income and net sales on your total
      revenue.  In this regard, discuss any trends with respect to the
      different revenue streams.  For example, if rental income is
      increasing while net sales of products are remaining constant, that fact
      should be disclosed.

    The
Company will follow the Staff’s recommendations to enhance our Management’s
Discussion and Analysis in future filings. This will include discussion of the
impact of changes in rental income and net sales on total revenue and discussion
of any trends with respect to the different revenue streams.

    Mr. David
Burton

    July 16,
2008

    Page
2

    Item
8A(T).  Controls and Procedures, page 25

    Management’s Report on
Internal Control over Financial Reporting, page 25

              2.

              You
      state here that management concluded that the Company has a material
      weakness in its ability to produce financial statements free from 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-KSB are free from material
misstatement.

    The
material weakness that we identified and disclosed in our Form 10-KSB was
determined to exist at December 31, 2007. In order to compensate for the
material weakness and to ensure that our December 31, 2007 financial statements
were free from material misstatement, the Company hired 2 additional accounting
staff in the first quarter of 2008. These additional accounting staff
strengthened our internal control over financial reporting by providing our
accounting department with additional resources to prepare and verify financial
information included in our 2007 Form 10-KSB. They also provided better
segregation of duties, which enhanced our policies and procedures over review of
financial information.

    Other
remedial steps being taken are indicated in the Company’s Form 10-Q for the
first quarter of 2008.

    Consolidated Statements of
Operations, page F-3

              3.

              We
      note your disclosure on page 15 that depreciation on your rental equipment
      is not included in cost of goods sold.  Please tell us why you
      believe it is appropriate to exclude the depreciation on the devices
      generating rental income from your cost of goods sold.  In this
      regard, please also tell us how your current presentation of cost of sales
      and rentals and gross profit excluding depreciation complies with SAB
      Topic 11B.

    Mr. David
Burton

    July 16,
2008

    Page
3

    The
Company has historically excluded depreciation on devices generating rental
income from cost of sales and rentals, since it considers the presentation of a
non-cash expense as a separate line item meaningful, and it believes this amount
has not been significant If depreciation expense on rental
equipment had been included in the calculation of gross margins, the
year-over-year change in gross margins as a percentage of revenue for the year
ended December 31, 2007 versus 2006 would have been 0.6%. The gross margin for
2007 would have been 89.5% versus 90.9% and the gross margin for 2006 would have
been 86% versus 88%. As the Company’s MD&A discussion focuses on significant
year-over-year changes, the inclusion of depreciation expense in the calculation
of gross margins would not have changed the discussion or analysis of the
performance of the Company. In accordance with SAB Topic 11B, to avoid
placing undue emphasis on “cash flow,” depreciation was not
positioned in the income statement in a manner which resulted in reporting a
figure for income before depreciation.

    The
Company recognizes, however, that including depreciation expense on rental
equipment in cost of sales and rentals would impact gross margin dollars and
percentages. Accordingly, in future filings, the Company will include
depreciation expense for rental equipment in “cost of sales and rentals” and
other depreciation in “general and administrative expenses” as opposed to
reporting depreciation expense as a separate line item below gross margin on the
Statement of Operations. The presentation of depreciation expense in financial
statements from prior periods included in future filings for comparative
purposes will be revised to also present depreciation expense as described
above.

    Consolidated Statements of
Cash Flows, page F-4

              4.

              We
      note that you present a reconciling item for provision for losses in
      accounts receivable of $4.8 million for 2007.  It appears that
      this primarily relates to reserves recorded on gross accounts receivable
      relating to negotiated rates with insurance companies and government
      agencies and not the actual amount of charges recorded on the statements
      of operations for provisions for losses in accounts
      receivable.  Please tell us why you believe your current
      presentation is meaningful to the financial statement
      users.  Revise future filings to separately present amounts
      representing charges recorded to the statements of operations for losses
      in accounts receivable.

    Mr. David
Burton

    July 16,
2008

    Page
4

    The
Company believes that presenting charges for adjustments related to negotiated
rates with insurance companies and charges for bad debt expense in one line in
our statements of cash flows is meaningful to the financial statement users, as
the combined charges represent the total provision for losses in accounts
receivable.   Often the Company has no negotiated rates with
payment providers; however, certain providers discount the charges submitted by
the Company.  The Company may not know the amount of the discount, and
has historically provided a combined estimate of possible discounts and bad
debts.

    However,
in order to clarify such charges in our statements of cash flows, the Company
will revise future filings to separately present in its statements of cash flows
its estimate of payment provider discounts and estimated bad debts recorded in
the statements of operations for estimated losses in accounts
receivable.

    Note 2 - Summary of
Significant Accounting Policies, page F-7

              5.

              We
      note from your statements of stockholders’ equity and from Note 3 that you
      have issued warrants to non-employees.  Please revise this
      footnote in future filings to disclose your accounting policy for stock
      issued to non-employees.  Refer to SFAS 123R and EITF
      96-18.

    The
Company will comply with the Staff’s comment by revising the description of our
accounting policy for stock issued to non-employees in future filings as
follows:

    “For
stock warrants or options granted to non-employees, the Company measures fair
value of the equity instruments utilizing the Black-Scholes method if that
valuation method results in a more reliable measurement than the fair value of
the consideration or the services received. For stock granted to non-employees,
the Company measures fair value of the shares issued utilizing the market price
of the shares on the date the transaction takes place. The Company amortizes
such costs over the related period of service.”

    Mr. David
Burton

    July 16,
2008

    Page
5

    Revenue recognition, page
F-7

              6.

              We
      note that you generate revenue from two distinct revenue streams - sales
      of products and rental of products.  Please tell us and revise
      future filings to separately
      disclose your revenue recognition policies for sales of products and
      rentals of products, identifying those events that would indicate that
      each criterion outlined in SAB Topic 13A has been
  met.

    Our
policy for revenue recognition for the rental of products is to recognize
revenue ratably over the products’ rental period. Rental revenue is shown net of
the estimated discounts, which will be taken by healthcare payment
providers.

    Our
policy for revenue recognition for the sale of products is to recognize revenue
when the product has been shipped and, when applicable, a claim prepared by the
Company has been filed with the patient's insurance provider. Sales revenue is
shown net of the estimated discounts, which will be taken by healthcare payment
providers.

    Revenue
is recognized under rental agreements and product shipments only after the
following criteria are met: (i) there exists adequate evidence of the
transactions; (ii) delivery of goods has occurred or services have been
rendered; and (iii) the price is not contingent on future activity and
collectability is reasonably assured.

    The
Company will revise its future filings to separately disclose its revenue
recognition policies regarding these revenue streams, as discussed
above.

    Mr. David
Burton

    July 16,
2008

    Page
6

    We
acknowledge that:

              ·

              Our
      company is responsible for the adequacy and accuracy 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

              ·

              Our
      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 (303-290-1083) or Amy Bowler (303-290-1086) at Holland & Hart LLP, our
attorneys.  Thank you.

                Very truly yours,

                ZYNEX, INC.

                By:

              /s/ Fritz Allison

                Fritz
      Allison

                Chief
      Financial Officer

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

Mail Stop 6010

July 1, 2008

Via Facsimile and U.S. Mail

Mr. Thomas Sandgaard Chief Executive Officer Zynex Medical Holdings, Inc. 8022 Southpart Circle, Suite 100 Littleton, CO   80210
 Re: Zynex Medical Holdings, Inc.
  Form 10-KSB for the year ended December 31, 2007
Filed April 16, 2008
File No. 33-26787-A
Dear Mr. Sandgaard:

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and will make no further review of your documents.  Where indicated, we think you should revise future filings 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.  In some of our comments, we may ask you to provide us with information so we may better understand 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 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.

Mr. Thomas Sandgaard
Zynex Medical Holdings, Inc. July 1, 2008 Page 2
Form 10-KSB for the year ended December 31, 2007
 Management’s Discussion and Analysis or Plan of Operation, page 14

 Results of Operations, page 14

 1. We note from page 10 that 65% of your revenue  is derived from rental income and 35%
of your revenue is derived from net sales.  We further note that the increase in net sales and rental income from 2006 to 2007 was 215%.  In order to enhance investor’s understanding of your results of operations, pl ease revise your discussion of your revenue
in future filings to separately describe the impact of changes in rental income and net sales on your total revenue.  In this regard, discuss any trends with respect to the different revenue streams.  For example, if rental income is increasing while net sales of products are remaining constant, that fact should be disclosed.
 Item 8A(T).  Controls and Procedures, page 25

 Management’s Report on Internal Control over Financial Reporting, page 25

 2. You state here that management concluded that the Company has a material weakness in its ability to produce financial statements free from 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-KSB are free from material misstatement.
 Consolidated Statements of Operations, page F-3

 3. We note your disclosure on page 15 that depreciation on your rental equipment is not included in cost of goods sold.  Please tell us why you believe it is appropriate to exclude the depreciation on the devices generating rental income from your cost of goods sold.  In this regard, please also tell us how your current presentation of cost of sales and rentals and gross profit excluding depreciation complies with SAB Topic 11B.
 Consolidated Statements of Cash Flows, page F-4

 4. We note that you present a reconciling item for provision for losses in accounts receivable of $4.8 million for 2007.  It appears that this primarily relates to reserves recorded on gross accounts receivable relating to negotiated rates with insurance companies and government agencies and not the actual amount of charges recorded on the statements of operations for provisions for losses in accounts receivable.  Please tell us why you believe your current presentation is meaningful to the financial statement users.  Revise future filings to separately present amounts representing charges recorded to the statements of operations for losses in accounts receivable.

Note 2 – Summary of Significant Accounting Policies, page F-7

Mr. Thomas Sandgaard
Zynex Medical Holdings, Inc. July 1, 2008 Page 3
 5. We note from your statements of stockholders’ equity and from Note 3 that you have issued warrants to non-employees.  Please revise this footnote in future filings to disclose your accounting policy for stock issued to non-employees.  Refer to SFAS 123R and EITF 96-18.

Revenue recognition, page F-7

6. We note that you generate revenue from two distinct revenue streams – sales of products and rental of products.  Please tell us and revise future filings to separately
 disclose your
revenue recognition policies for sales of products and rentals of products, identifying those events that would indicate that each criterion outlined in SAB Topic 13A has been met.

*    *    *    *

 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 with your response 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 amendment and 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 required under the Securities and Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 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.
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.

Mr. Thomas Sandgaard
Zynex Medical Holdings, Inc. July 1, 2008 Page 4

You may contact David Burton, Staff Account ant, at (202) 551-3626 or me at (202) 551-
3643 if you have questions regarding these comments.  In this regard, do not hesitate to contact
Martin James, Senior Assistant Chief Accountant, at (202) 551-3671.

        S i n c e r e l y ,
Kevin L. Vaughn
         Accounting Branch Chief

CORRESP
1
filename1.htm

      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

Mail Stop 6010

November 27, 2006

Via Facsimile and U.S. Mail

Mr. Thomas Sandgaard
Chief Executive Officer
Zynex Medical Holdings, Inc.
8100 South Park Way, Suite A-9
Littleton, CO   80120

Re: Zynex Medical Holdings, Inc.
 Item 4.02 Form 8-K
Filed November 17, 2006
 File No. 33-26787-D

Dear Mr. Sandgaard:

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.  In some of our comments, we may ask you to provide us with more information so we may better understand 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 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Thomas Sandgaard
Zynex Medical Holdings, Inc. November 27, 2006 Page 2
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.
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.

*    *    *    *

 As appropriate, please amend your filing and respond to these comments within five
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite  our review.  Please furnish a cover letter with
your amendment 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 amendment and 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 required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 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

Mr. Thomas Sandgaard
Zynex Medical Holdings, Inc. November 27, 2006 Page 3
‚ 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.

 If you have any questions, please call David Burton at (202) 551-3626.

       S i n c e r e l y ,

       D a v i d  B u r t o n
       Staff Accountant