Mail Stop 6010


							August 23, 2005



Mr. Michael Braunold
Chief Executive Officer
SPO Medical Inc.
21860 Burbank Blvd., North Building, Suite 380
Woodland Hills, CA 91367

	Re:	SPO Medical Inc.
		Form 10-KSB for year ended December 31, 2004
		Filed June 21, 2005
		File No. 000-11772

Dear Mr. Braunold:

      We have conducted a preliminary review of your filing.  In
the
course of our preliminary review, we have noted matters that we
believe should be addressed or otherwise resolved before we
commence
a detailed review of your filing.  When you have satisfactorily
addressed these issues, we will commence our detailed review of
your
filing.  These issues are addressed in the comments set forth
below.

      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
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.









Form 8-K filed April 27, 2005

1. We note from your Form 8-K filed on April 27, 2005, you
consummated your acquisition of SPO Medical, Inc. on April 21,
2005.
We further note this transaction will be accounted for as a
reverse
acquisition.  To date, you have not filed a Form 8-K which
includes
the financial statements of the acquired entity and the pro forma
financial information.  The Form 8-K reporting the acquisition
should
contain the financial statements of the accounting acquirer (the
legal acquiree).  These financial statements of the accounting
acquirer thereafter become the financial statements of the
Registrant.  Audited financial statements of the accounting
acquirer
for the two most recent completed fiscal years should be included,
if
the Registrant was eligible to use S-B Forms.  Unaudited interim
financial information of the accounting acquirer for any interim
period and comparable prior year period, and pro forma information
depicting the effects of the acquisition, should be included in
the
Form 8-K.

Unless the same Accountant reported on the most recent financial
statements of both the Registrant and the accounting acquirer, a
reverse acquisition should result in a change in Accountants. A
Form
8-K filed in connection with a reverse acquisition should provide
the
disclosures required by Item 304 of Regulation S-B for the change
in
independent Accountants, treating the Accountant that no longer
will
be associated with the Registrant`s financial statements as the
predecessor Accountant. The disclosures required by Item 304 with
respect to any changes in the accounting acquirer`s auditor which
occurred within 24 months prior to, or in any period subsequent
to,
the date of the acquirer`s financial statements must be provided
in
the first filing containing the accounting acquirer`s financial
statements.

A Form 8-K filed in connection with a reverse acquisition should
note
under the appropriate Form 8-K item number any intended change in
fiscal year from that used by the Registrant prior to the
acquisition. If the Registrant continues the fiscal year of the
legal
acquirer (Registrant), then you file periodic reports for periods
ending prior to the consummation of the merger as they become due
in
the ordinary course of business. A transition report on Form 10-
KSB
is required containing the audited financial statements of the
accounting acquirer for the necessary transition period which
generally is from the end of the legal acquiree`s most recently
completed fiscal year to the next following date corresponding
with
the end of a fiscal year of the legal acquirer.  If the Registrant
adopts the fiscal year of the accounting acquirer, no transition
report is necessary.  You would be required to file periodic
reports
for periods ending prior to the consummation of the merger as they
become due in the ordinary course of business.  Starting with the
periodic report for the quarter in which the merger was
consummated,
file reports based on the fiscal year of the accounting acquirer.
These financial statements would depict the operating results of
the
accounting acquirer, including the acquisition of the Registrant
from
the date of consummation.

Please advise us when you intend to file these reports on Form 8-
K.
Refer to the guidance provided in Item 310 (c) and (d) of
Regulation
S-B.

Form 10-QSB for the quarterly period ended June 30, 2005

2. We note that you have not filed your Form 10-QSB for the
quarterly
period ended June 30, 2005 of which the due date was August 15,
2005.
Please tell us when management expects to file this report with
us.

      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 file
your cover letter on EDGAR.  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 filings 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 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 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.

      You may contact Praveen Kartholy, Staff Accountant, at (202)
551-3778, Martin James, Senior Assistant Chief Accountant, at
(202)
551-3671, or me at (202) 551-3327 if you have questions regarding
these comments.


	Sincerely,



							   	Michele Gohlke
						Branch Chief
Mr. Michael Braunold
SPO Medical, Inc.
August 23, 2005
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