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<SEC-DOCUMENT>0000000000-06-008951.txt : 20080331
<SEC-HEADER>0000000000-06-008951.hdr.sgml : 20080331
<ACCEPTANCE-DATETIME>20060221185749
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-06-008951
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060221

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Assured Pharmacy, Inc.
		CENTRAL INDEX KEY:			0001100592
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-DRUG STORES AND PROPRIETARY STORES [5912]
		IRS NUMBER:				980233878
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		17935 SKY PARK CIRCLE
		STREET 2:		SUITE F
		CITY:			IRVINE
		STATE:			CA
		ZIP:			92614
		BUSINESS PHONE:		949-222-9971

	MAIL ADDRESS:	
		STREET 1:		17935 SKY PARK CIRCLE
		STREET 2:		SUITE F
		CITY:			IRVINE
		STATE:			CA
		ZIP:			92614

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ERXSYS INC
		DATE OF NAME CHANGE:	20030916

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SURFORAMA COM INC
		DATE OF NAME CHANGE:	20001128
PUBLIC REFERENCE ACCESSION NUMBER:		0001255294-04-000354
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>








Mail Stop 6010	February 21, 2006

Mr. Robert DelVecchio
Chief Executive and Chief Financial Officer
Assured Pharmacy, Inc.
17935 Sky Park Circle, Suite F
Irvine, California 92614

Re:	Assured Pharmacy, Inc.
	Registration Statement on Form SB-2
	Amendment no. 2 filed January 25, 2006
	File No. 333-121288

Dear Mr. DelVecchio:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your documents 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 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.

General
1. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not complete lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.


2. Please update the discussion in the prospectus to the most
recent
date practicable.  For example, you discuss expenses and losses as
of
September 30, 2005.  In addition, the discussion concerning your
dependence upon one drug vendor for the year ended December 31,
2004,
should be updated.  Please revise.

Prospectus Cover Page
3. Please limit the cover page to the information that is required
by
Item 501 of Regulation S-B and to one page.  Your cover page
contains
superfluous information.  For example you do not need to disclose
the
detailed information concerning the exempt offerings.  You may
describe this information in the body of the prospectus.  Please
review your cover page for all superfluous items and revise.

Prospectus Summary, page 1

4.  Please provide your phone number as required by Item 503(c) of
Regulation S-B.

Executive Compensation, page 51
5. Please update the discussion to provide the information for
2005.

ACCOUNTING COMMENTS:

Form SB-2 Amendment No. 2 filed January 25, 2006

Financial Statements - December 31, 2004

6. Your financial information is now stale.  Please provide
updated
financial information through December 31, 2005.

Consolidated Statements of Operations, page F-5

7. Refer to your response to comment 18.  Please include any
related
financial statement note disclosure that may be needed to
understand
the nature of this funding and the amounts funded similar to what
you
provided in the interim financial statements.  Also revise the
title
of this statement from "Consolidated Statements of Operations" to
cash flows.










2. Summary of Significant Accounting Policies, page F-8

Revenue Recognition, page F-13

8. Please refer to your response to our prior comment number 21.
Please note that we may have additional comments regarding your
forthcoming analysis of your revenue recognition policy.

4. Intangible Assets, pages F-20

9. We note your responses to our prior comment numbers 23 and 25.
Your response and disclosure are still unclear about what happened
related to this transaction.  Please address the following issues
related to this transaction:

a. Identify the total consideration given at the acquisition of
the
license.  Your response under "Conclusion" on page 10 appears to
indicate that you allocated $3.0 million to the license and an
additional $3.0 million to goodwill.  This also appears to
contradict
the purchase price allocation included in your response to comment
25
in the table on page 12.
b. Clarify for us how the valuation of the business enterprise was
factored in to your determination of fair value given that the
$6.5
million valuation discussed there does not appear to relate to any
of
the other amounts disclosed.
c. Describe the restrictions to the common stock that were issued
and
link these restrictions to the support of the discount applied.
Include a detailed discussion of the two methodologies that you
used
to determine the discount that link the discounts arrived at to
the
actual restrictions.
d. Revise your disclosure to reflect any of the information
discussed
in your previous responses or this response.
e. You refer to the use of a third party valuation firm in
connection
with the valuation provided on page 27 of your document.  Please
name
the valuation expert and include a consent in your filing.












Interim Financial Statements - September 30, 2005

Notes to Unaudited Condensed Consolidated Financial Statements,
page
F-36

4.  Line of Credit, page F-43

10. Please provide to us your analysis of any potential beneficial
conversion feature that occurred at the initial drawing on the
line
of credit, and any drawings made subsequent to that time period.
Refer to Case 1(d) of EITF 98-5.


Exhibit 5
11. Please revise and update your opinion as necessary to reflect
the
changes to the offering from the initial filing and subsequent
amendment.


*	*	*	*	*


      As appropriate, please amend your filings 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.  Please file your cover letter on
EDGAR under the form type label CORRESP. 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 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 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 allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Tabatha Akins at (202) 551-3649 or James
Atkinson at (202) 551-3674 if you have questions regarding
comments
on the financial statements and related matters.  Please contact
John
Krug at (202) 551-3862 or me at (202) 551-3710 with any other
questions.

								Sincerely,



								Jeffrey P. Riedler
								Assistant Director




cc: Bryan Clark, Esquire
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