Mail Stop 6010

      June 17, 2005

Mr. M. Lee Hulsebus
Miracor Diagnostics, Inc.
9191 Towne Center Drive, Suite 400
San Diego, CA 92122

Re:	Miracor Diagnostics, Inc.
      Registration Statement on Form S-3
      Amended May 24, 2005
	File Number 333-121487
	Form 10KSB for the fiscal year ended December 31, 2004
	Form 10QSB for the quarter ended March 31, 2005
	File Number 0-12365

Dear Mr. Hulsebus:

	We have reviewed the above-referenced filings 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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments. Please respond to comments not relating
to
the transaction within 10 business days of the date of this letter
or
tell us when you will provide a response prior to the expiration
of
the 10-day period regardless of whether you proceed with your
transaction.

	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 and 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.





Form S-3


Risk Factors, page 6

Because our industry is capital intensive..., page 7

1. We reissue our prior comment 13.  Please quantify the
significant
amounts of capital you will spend to fund your operations and meet
your capital expenditure requirements over the next 12 months and
whether or not you currently have sufficient assets to accomplish
your plans during that period.

Our ability to generate sufficient cash..., page 7

2. Please expand this risk factor to quantify your debt service
requirements and other contractual obligations.

3. You state, "A range of economic, competitive, regulatory,
legislative and business factors, many of which are outside of our
control, will affect our financial performance."  Please create
separate risk factors, to the extent they are not already in the
document, which state all material risks related to each of the
factors mentioned.

Because we have high fixed costs..., page 7

4. You state, "The principal components of our expenses, excluding
depreciation, consist of compensation paid to technologists,
salaries, real estate lease expenses and equipment maintenance
costs."  In MD&A, discuss each of these expense items in detail
along
with any known trends or material changes related to them from
period
to period, as well as any trends related to volume.

We have an ongoing requirement..., page 8

5. Quantify the borrowing capacity under your credit facility as
of
the most recent practicable date.

We have historically relied on acquisitions..., page 9

6. Please disclose the risk that you may not successfully locate
acquisition candidates.

It is difficult to estimate our uncollectible accounts ..., page
10

7. Quantify your receivables and allowance for doubtful accounts
as
of the most recent practicable date.  Also, describe any past
revisions to your allowance for doubtful accounts as a result of
write-offs.

8. Quantify goodwill impairments during the past three years and
discuss the factors related to these impairments.

Our stock is volatile..., page 8

9. Please disclose high and low prices for your common stock
reported
on the Bulletin Board over the last twelve months.

Where You Can Find More Information,  page 16
10. Please revise this section  to remove the 2004 10-Q and 2003
10-K
from the list of filings incorporated by reference. You should
also
incorporate reports that you may subsequently file beginning with
the
date of the prospectus through the termination of the offering.

Forward Looking Statements, page 17

11. In this section you mention your statements concerning future
oil
and gas production, etc.  Please revise to cite the forward -
looking
statements you make, not others which do not pertain to your
company.

Selling Security Holders, page 13

12. We note our prior Comment 29 and reiterate it here.  Please
identify the person or persons who have voting or investment
control
over the securities that the various selling-stockholder entities
own.

13. We do not understand why the shares of common stock being
offered
for resale, which underlie the warrants and preferred stock, are
not
beneficially owned by the selling stockholders currently.  Please
revise or advise.

14. Please revise the column entitled, "Beneficial Ownership After
Offering" to state the number of shares each holder will
beneficially
own after the offering is complete.

Signatures, page 24

15. Please have your principal financial officer sign the
registration statement in his capacity as principal financial
officer.  If he is also your principal financial officer, he
should
sign in both capacities and that should be noted on the signature
page.

Exhibit 5.0

16. We note that you opine as to shares underlying debentures and
warrants.  The opinion should be revised, so that counsel opines
as
to the shares underlying warrants and shares of preferred stock.



Form 10KSB for the fiscal year ended December 31, 2004

17. We note that the risk factors contained in this section are
identical to those contained in the registration statement.
Please
revise these risk factors as well as those in the registration
statement consistent with our comments.

	Business, page 1

18. Your response to prior comment 32 states that the Company has
provided additional disclosure.  As previously requested, please
disclose the following or tell us why these disclosures are not
meaningful to investors:

a. Disclose your policy for collecting co-payments.
b. Disclose the day`s sales outstanding for each period presented.
Disclose the reasons for significant changes from the prior
period.


Business Overview, page 9

19. In the second paragraph, you state that you locate your
facilities in markets with "attractive payor diversity."  Please
explain briefly what this means.

20. You state that you deliver imaging services "tailored to meet
the
needs of patient, physician and local health care markets."
Please
explain how you tailor your services, or delete this assertion.

Significant Events, page 10

21. In the last paragraph of this section in which you discuss
your
debt refinancing, please state the aggregate amount due under each
of
the notes and capital leases.

Industry Overview, page 11

22. State the average amount of revenue per procedure you derived
from MRIs and CTs in 2004.

An increased number of high-end..., page 12

23. You mention several types of procedures here which it does not
appear you provide currently.  For each of the procedures and
advancements mentioned, state whether or not you currently provide
the service.

Competitive Strengths, page 13

24. Please contrast each of the strengths noted here with the
related
risks and weaknesses which pertain to them.

Diagnostic Imaging Centers, page 16

25. Please state the number of CT scans performed at each facility
during the period noted.

Government Regulation and Supervision, page 18
26. Please state whether or not you are currently in compliance
with
each of the laws, rules and regulations you mention in this
section.
Also, describe any incidence of noncompliance over the past two
years.

Management`s Discussion and Analysis and Plan of Operation

Critical Accounting Estimates

Accounts Receivable, page 29
27. It is not clear from your response to prior comment 41 why you
did not disclose in a comparative tabular format, the payor mix
concentrations and related aging of accounts receivable.  As noted
in
our previous comment, the aging schedule may be based on
management`s
own reporting criteria, for example unbilled, less than 30 days,
30
to 60 days etc. or some other reasonable presentation.  At a
minimum,
the disclosure should indicate the past due amounts and a
breakdown
by payor classification, for example Patient, Medicare and
Medicaid,
Managed Care, Commercial, etc.  If your billing system does not
have
the capacity to provide an aging schedule of your receivables,
disclose that fact and clarify how this affects your ability to
estimate your allowance for doubtful accounts.  Please revise your
disclosure to provide this information or advise us further.

Consolidated Financial Statements

(2) Summary of Significant Accounting Policies

Revenue Recognition and Accounts Receivable, F-9 - F-10

28. As previously requested in prior comment 46, please tell us,
and
disclose if material, the amount of bad debt expense for each
period
presented.


Form 10QSB for the quarterly period ended March 31, 2005

Consolidated Statement of Operations, F-2
29. Please tell us why you have classified gain on sale of assets
within Income from Continuing Operations.  Refer to paragraphs 41-
44
of SFAS 144 "Accounting for the Impairment or Disposal of Long-
Lived
Assets."  Advise or revise.


*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  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 supplemental information.
Detailed cover letters greatly facilitate our review.  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 reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* 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;
* 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
* the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please
provide
this request at least two business days in advance of the
requested
effective date and allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration.

      You may contact Todd Sherman at (202) 551-3665 or Donald
Abbott
at (202) 551-3608 if you have questions regarding comments on the
financial statements and related matters.  Please contact Michael
Reedich at (202) 551-3612 or me at (202) 551-3716 with any other
questions.





      Sincerely,




      Jeffrey Riedler
      Assistant Director


cc:	David Wagner, Esq.
	8400 East Prentice Avenue, Suite 1500
	Greenwood Village, CO 80111

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