[LETTERHEAD OF SICHENZIA ROSS FRIEDMAN FERENCE LLP]

                                                              June 28, 2006

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

Attention:    Jeffrey P. Riedler, Assistant Director
              Gregory S. Belliston, Staff Attorney

              Re:   Addison-Davis Diagnostics, Inc.
                    Registration Statement on Form SB-2, filed June 2, 2006
                    (File No. 333-134667)

Ladies and Gentlemen:

         On behalf of Addison-Davis Diagnostics, Inc. ("Addison-Davis" or the
"Company"), please accept this letter as the Company's response to the comments
of the reviewing Staff of the Securities and Exchange Commission (the
"Commission") as set forth in the comment letter of June 13, 2006.

General

1.       We note 4,500,000 of the shares being registered for resale are
         issuable upon the conversion of the convertible notes issued on April
         12, 2006. The third "Whereas" clause in the Subscription Agreement,
         which is filed as exhibit 10.1 to the Form 8-K filed on April 18, 2006,
         refers to an Escrow Agreement that does not appear to be filed. Please
         note that to register a resale of common stock, your private placement
         must be completed prior to filing the registration statement. In view
         of the Escrow Agreement, please provide us your analysis as to how the
         private placement was completed prior to filing. Additionally, tell us
         whether you had unrestricted access to the proceeds in escrow at the
         time of filing.

         Response:

         The Company, the investors, and Grushko & Mittman, PC, as escrow agent,
entered into a Funds Escrow Agreement as part of the definitive documentation in
connection with the Company's April 2006 private placement. The Escrow Agreement
set forth the rights and obligations pursuant to which the escrow agent would
hold the aggregate purchase price of the investors in escrow to be disbursed to
the Company upon the execution of final definitive documents and satisfaction of
all closing conditions set forth in the April 2006 Subscription Agreement.

         On April 12, 2006, the Company and the investors executed all
transaction documents and satisfied all closing conditions, including, but not
limited to, the Company's delivery of the secured convertible notes and warrants
to the investors. Further, all of the funds being held in escrow were
distributed to the Company, less fees and expenses, at such time. Accordingly,
the Company's sale of the secured convertible notes and warrants, the investors'
respective purchase of such securities, and the disbursement of the aggregate
purchase price for such securities, less fees and expenses, in April 2006 was
completed prior to the filing of the registration statement, which occurred on
June 2, 2006.

Prospectus Cover Page

2.       The legend at the top of this page refers to Material Technologies,
         Inc. Please explain to us, and in your filing if appropriate, how
         Material Technologies is involved with this offering.

         Response:

         We have revised the legend at the top of the prospectus cover page to
delete "Material Technologies, Inc." This company name was inadvertently
included and has no involvement with this offering.

                                                Very Truly Yours,

                                                /s/ Eric A. Pinero

                                                Eric A. Pinero