
                 [LETTERHEAD OF REITLER BROWN & ROSENBLATT LLC]


                                January 31, 2008

Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549

      RE:  ASSURED PHARMACY, INC.
           REGISTRATION STATEMENT ON FORM SB-2
           PRE-EFFECTIVE AMENDMENT NO. 5
           FILE NO. 333-121288

Ladies and gentlemen:

      On behalf of our client, Assured Pharmacy, Inc., a Nevada corporation (the
"COMPANY"),  we transmit simultaneously herewith for filing under the Securities
Act of 1933, as amended,  by means of the Electronic Data  Gathering,  Analysis,
and Retrieval system, Pre-Effective Amendment No. 5 to Registration Statement on
Form SB-2 (File No.  333-121288) (the "REGISTRATION  STATEMENT"),  together with
certain exhibits thereto.

      We are in receipt of the letter,  dated  December  20, 2007 (the  "COMMENT
LETTER"),  from  Jeffrey  Riedler,  Assistant  Director  of  the  United  States
Securities and Exchange Commission (the "COMMISSION"), addressed to the Company.
Set forth below are the  responses  of the Company to the  comments set forth in
the Comment Letter,  numbered to correspond thereto. All capitalized terms used,
but not otherwise defined, herein shall have the respective definitions assigned
thereto in the filing transmitted herewith.
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COMMENT   PAGE    RESPONSE
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NUMBER    NUMBER
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1         na      In order to avoid having the  offering  deemed to be a primary
                  offering,  the Company has reduced the number of shares  being
                  offered to  13,599,250  from  33,197,593.  As of December  31,
                  2007, the Company had 54,263,085  outstanding shares of common
                  stock, of which  7,606,008  shares were held by affiliates and
                  46,657,077  were  held by  non-affiliates.  Of the  13,599,250
                  shares  included in the offering,  5,708,000  are  outstanding
                  shares,  all of which  are  owned by  entities  controlled  by
                  Mosaic Capital Advisors, LLC ("MCA"), which is an affiliate of
                  the Company as a result of its  beneficial  ownership of 17.5%
                  of the shares of common  stock of the  Company.  The  offering
                  also  includes   7,891,250   shares   underlying   outstanding
                  warrants,  of which  3,112,500  are owned by affiliates of the
                  Company.  Entities  controlled  by MCA own  1,112,500 of these
                  underlying shares.  Janus Finance  Corporation owns 187,500 of
                  these underlying shares,  Janus Financial Services,  Inc. owns
                  125,000  of  the  underlying   shares  and  Woodfield  Capital
                  Services Inc. owns 1,062,500 underlying shares.  Haresh Sheth,
                  the Chief Financial Officer and a Director of the Company,  is
                  the  President  of each of Janus  Finance  Corporation,  Janus
                  Financial  Services,  Inc. and Woodfield Capital Services Inc.
                  Brockington  Securities,  Inc. owns 625,000 of the  underlying
                  shares  being  registered.   Robert   DelVecchio,   the  Chief
                  Executive  Officer  and a  Director  of  the  Company,  is the
                  President   and  Chief   Executive   Officer  of   Brockington
                  Securities, Inc.

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2         13      In  response  to this  comment,  the  Company  discloses  on a
                  supplemental  basis that in March 2006 the Company's  previous
                  accountants  advised the Company's  board of directors about a
                  material  weakness  in the  internal  control.  That  weakness
                  addressed  was  that  the  Company  did  not  have  sufficient
                  staffing in the financial reporting and accounting departments
                  regarding   the   specialized   knowledge   and  expertise  in
                  accounting  principles generally accepted in the United States
                  ("GAAP") that are necessary to (i) prevent errors in financial
                  reporting and related  disclosures  and (ii) otherwise  comply
                  with accounting  pronouncements.  Subsequent to being notified
                  about  this  material   weakness  the  Company   obtained  the
                  additional  staffing and expertise  that it felt was necessary
                  in order for it to comply with proper reporting and disclosure
                  requirements. In addition, the hiring of this additional staff
                  will  help  the  Company  maintain  the  proper  controls  and
                  increase its compliance with accounting pronouncements.

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3         F-5     The Company has revised the  presentation  of the statement of
                  changes   in   stockholder's   deficit  by   eliminating   the
                  contra-equity   account   for   "Deferred   Compensation"   as
                  prescribed by paragraph 74 of SFAS 123R.  The Company has also
                  added a "Reclassification" paragraph to Note 2.

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4         F-7     The  Company  has  revised  the   disclosure  to  comply  with
                  paragraph  51(e) of SFAS 141.  The entire  purchase  price has
                  been  allocated  to goodwill as there were no other  assets or
                  liabilities to which the purchase price could be allocated.

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5         F-20    Annex 16 shows that the beneficial  conversions on the line of
                  credit drawdowns  totaled $111,247 for the year ended 2005. In
                  addition,  there was a beneficial  conversion of approximately
                  $4,000  for  2005  on the  new  line of  credit  in  item  17.
                  Combining  the two  amounts  above  gives  a total  beneficial
                  conversion  of  approximately   $115,000.   When  you  compare
                  $115,000 to the loss as reported  for 2005 of  $4,797,092,  it
                  represents  an  increase  of  only  2.4%,  which  the  Company
                  believes is not material. The Company  believes that a loss of
                  $4.8  million  or $4.9 million would not make a difference  to
                  the average reader of the financial statements.
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                  As  for  2006,   there   was  a   beneficial   conversion   of
                  approximately  $7,000  which  represents  less  than 1% of the
                  reported loss of approximately $4.5 million for 2006 which the
                  Company  also   believes  is   immaterial   to  the  financial
                  statements.

                  In answer to your  question regarding the  conversion  amounts
                  which remain outstanding at  December 31, 2005, there was only
                  $7,000 on a $200,000 draw which was repaid in March of 2006.

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6         F-21    In  developing  our  response  to  this  comment,  the Company
                  reviewed its responses to the  Staff's comments no. 18 and  20
                  in the Commission's letter of June 7, 2007.

                          DISCUSSION OF AUTHORITATIVE LITERATURE

                  As amended by  paragraph  12 of  Accounting  Principles  Board
                  ("APB")  Opinion  6,  paragraph  7 of  Chapter  1B of  ARB  43
                  provides  that "gains" and "losses"  relating to  transactions
                  involving  treasury  stock (not  previously  accounted  for as
                  retired,   constructively  or  otherwise)  do  not  result  in
                  recognition  of  income or  expense  by the  enterprise.  Such
                  accounting  is well  established,  and was first  developed in
                  1938 by the AICPA Committee on Accounting Procedure, which was
                  the  predecessor of the APB.  Instead,  gains on such treasury
                  stock  transactions  shall be credited to  additional  paid-in
                  capital ("APIC"). Losses on treasury stock transactions may be
                  charged to APIC to the  extent  that  previous  gains from the
                  sale or  retirement  of the same  class of  capital  stock are
                  included  therein;   otherwise,  losses  must  be  charged  to
                  retained earnings.

                  Under SEC rules, treasury stock can be properly reported as an
                  asset only in very limited circumstances (namely, when capital
                  stock is acquired for reissuance  under an existing stock plan
                  within one year).  Given that capital stock is not an asset in
                  the hands of the issuing  entity,  it is  entirely  consistent
                  that  transactions in a company's own capital stock should not
                  give  rise to gain or loss (or  revenue/expense).  Admittedly,
                  there are some exceptions to this general  principle,  such as
                  those  described  in APB Opinion 26 (as  amended) and SFAS No.
                  123-R; but none of those exceptions apply here.

                  In  the  original   accounting  for  the   debt-extinguishment
                  transactions  which are the subject of the  aforementioned SEC
                  comments, one of management's overriding objectives was to not
                  directly or indirectly  violate the concepts  discussed above.
                  Hence,  the  Company  initially  used the par value  method of
                  accounting described in APB Opinion 6 in an effort to preclude
                  the recognition of any improper gain on such transactions.

                  In preparation for responding to this comment, management also
                  conducted  additional  research of other GAAP.  This  research
                  included a further  review of APB Opinion 29  (ACCOUNTING  FOR
                  NONMONETARY  TRANSACTIONS)  and FASB  Technical  Bulletin  No.
                  85-6,  as  amended.  We note in  passing  that  SFAS  No.  153
                  (EXCHANGES OF NONMONETARY ASSETS - AN AMENDMENT OF APB OPINION
                  NO.  29)  was  not   effective   for  either  of  the  subject
                  transactions.

                  The basic  principle of APB Opinion 29 is that the  accounting
                  for nonmonetary  transactions should be based on the estimated
                  fair values of the assets or services  involved  (which is the
                  same basis as that used in monetary transactions),  and a gain
                  or loss  shall be  recognized  on the  exchange.  (None of the
                  modifications  of this basic  principle  directly apply to the
                  subject  transactions to any material extent.) In its original
                  accounting,  the Company did report  gain/loss  on both of the
                  debt-extinguishment transactions.

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                          ADJUSTMENT OF APIC AND TREASURY STOCK

                  Based on the additional  research  outlined above,  management
                  has  determined  that measuring the treasury stock received at
                  estimated fair value is apparently required by APB Opinion 29.
                  However,  in the spirit of Chapter 1B of ARB 43 (as  amended),
                  management has also concluded that it is not appropriate under
                  GAAP to recognize any gain on the elements of the transactions
                  that  relate to the Company  effectively  dealing in their own
                  common  stock.   Accordingly,   management  has  reflected  an
                  adjustment to  retroactively  increase both treasury stock and
                  APIC to  account  for the  10,858,658  shares of common  stock
                  returned to the Company by its former  directors and creditors
                  at estimated fair value.

                          PREVIOUS COMMENT # 18

                  As to the June 2005 transaction,  the adjustment  described in
                  the  preceding  sentence  resulted  in an increase in treasury
                  stock and APIC of approximately $1,286,000.

                          PREVIOUS COMMENT # 20

                  As to the February 2005 transaction,  the adjustment described
                  above  resulted in an  increase in treasury  stock and APIC of
                  approximately $1,563,000.

                          RESTATEMENT OF CERTAIN EQUITY ACCOUNTS

                  Since the above  adjustments are material to APIC and treasury
                  stock, management has restated the Company's December 31, 2006
                  consolidated balance sheet for the effect of such adjustments.
                  This  restated  financial  statement  is included in the fifth
                  amendment of the Registration Statement,  which is being filed
                  herewith.  The Company's predecessor auditors (Squar,  Milner,
                  Peterson,  Miranda  &  Williamson,   LLP),  who  examined  the
                  Company's  December  31, 2005  consolidated  balance  sheet as
                  previously  reported,  have audited such  adjustments and have
                  re-issued their opinion to so indicate.

                  The  Company's  current  auditors  have also  re-issued  their
                  opinion, which covers the Company's restated December 31, 2006
                  consolidated  balance  sheet.  Their  audit  opinion  has been
                  dual-dated,   with  a  reference  to  (new)  Note  14  to  the
                  consolidated    financial    statements    included   in   the
                  aforementioned  filing.  Note  14  discloses  the  adjustments
                  described above, and the related restatement of certain equity
                  accounts  in the  Company's  December  31,  2006  consolidated
                  balance sheet. The Company has made the conforming  changes to
                  the text of Note 5 and the  applicable  sections  of Note 6 to
                  the Company's  consolidated  financial  statements included in
                  the  aforementioned  filing; in addition,  both such notes now
                  include a cross-reference to Note 14.

                  The  Company's   unaudited   September   30,  2007   condensed
                  consolidated  balance sheet included in the fifth amendment of
                  the  Registration  Statement has also been restated to reflect
                  the effect of the adjustments described above.

                  Since  the   adjustments  in  question  only  affected  equity
                  accounts,  there was no net effect on the Company's previously
                  reported   total   stockholders'   deficit  as  of  any  date.
                  Nevertheless,   for  the   sake  of   clarity,   both  of  the
                  consolidated  balance  sheets  included in the  aforementioned
                  filing have been labeled "As Restated." The applicable columns
                  in the  December  31,  2006/2005  consolidated  statements  of
                  stockholders'  equity  (deficit)  have also been  labeled  "As
                  Restated."

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7         F-32    The disclosures were revised to include additional disclosures
                  as prescribed by SFAS 123R.

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8         F-32    The  7,300,000  shares  included on the granted  line in error
                  represents the total outstanding options at December 31, 2005.
                  This  was  mistakenly  put on the  wrong  line  and  has  been
                  corrected in the new filing.

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Closing   Na      The Company takes notice of the Closing Comments.
Comments
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      Please contact the undersigned if we may be of assistance.
<PAGE>


                                          Sincerely,



                                          Robert Steven Brown

cc:   Jeffrey Riedler, Esq.
      John Krug, Esq.
      Ms. Tabatha Akins
