SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Shah Ameet

(Last)

(First)

(Middle)

545 FIFTH AVENUE

SUITE 1109

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/22/2008

3. Issuer Name and Ticker or Trading Symbol
Assured Pharmacy, Inc. [ APHY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,493,731	I	By managed accounts⁽¹⁾
Common Stock	2,500,000	I	By Mosaic Financial Services, LLC⁽¹⁾
Common Stock	448,083	I	To be issued to managed accounts⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants to Purchase Common Stock	04/12/2006	04/12/2009	Common Stock	512,500	$0.6	I	By managed account⁽¹⁾
Warrants to Purchase Common Stock	10/18/2005	10/18/2008	Common Stock	375,000	$0.6	I	By managed account⁽¹⁾
Warrants to Purchase Common Stock	04/12/2006	04/12/2009	Common Stock	625,000	$0.6	I	By managed account⁽¹⁾
Warrants to Purchase Common Stock	06/08/2006	06/08/2009	Common Stock	112,500	$0.6	I	By managed account⁽¹⁾
Warrants to Purchase Common Stock	11/17/2007	11/17/2009	Common Stock	666,875	$0.6	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	11/23/2007	11/23/2008	Common Stock	625,000	$0.6	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	12/07/2007	12/07/2008	Common Stock	312,500	$0.6	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	12/13/2007	12/13/2008	Common Stock	250,000	$0.6	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	01/29/2008	01/29/2009	Common Stock	62,500	$0.6	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	02/11/2008	02/11/2009	Common Stock	250,000	$0.6	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	11/17/2007	11/17/2010	Common Stock	666,875	$0.8	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	11/23/2007	11/23/2009	Common Stock	625,000	$0.8	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	12/07/2007	12/07/2009	Common Stock	312,500	$0.8	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	12/13/2007	12/13/2009	Common Stock	250,000	$0.8	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	01/29/2008	01/29/2010	Common Stock	62,500	$0.8	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	02/11/2008	02/11/2010	Common Stock	250,000	$0.8	I	By managed accounts⁽¹⁾
Convertible Debentures	11/17/2007	03/31/2008	Common Stock	1,333,750	$0.4	I	By managed account⁽¹⁾
Convertible Debentures	11/23/2007	03/31/2008	Common Stock	1,250,000	$0.4	I	By managed account⁽¹⁾
Convertible Debentures	12/07/2007	03/31/2008	Common Stock	625,000	$0.4	I	By managed account⁽¹⁾
Convertible Debentures	12/13/2007	03/31/2008	Common Stock	500,000	$0.4	I	By managed account⁽¹⁾
Convertible Debentures	01/29/2008	03/31/2008	Common Stock	125,000	$0.4	I	By managed account⁽¹⁾
Convertible Debentures	02/11/2008	03/31/2008	Common Stock	500,000	$0.4	I	By managed account⁽¹⁾

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these shares except to an extent of the reporting person's pecuring interest in the shares.

	/s/ Ameet Shah	03/24/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.