SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2008

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/08/2008⁽²⁾		J⁽²⁾		0⁽²⁾	A	$0⁽²⁾	3,941,814	I	By managed accounts⁽¹⁾
Common Stock	07/08/2008⁽²⁾		J⁽²⁾		0⁽²⁾	A	$0⁽²⁾	2,500,000	I	By Mosaic Financial Services⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to Purchase Common Stock	$0.6	07/08/2008⁽²⁾		J⁽²⁾		512,500⁽²⁾		04/12/2006	04/12/2009	Common Stock	512,500	$0⁽²⁾	512,500	I	By managed account⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/08/2008⁽²⁾		J⁽²⁾		375,000⁽²⁾		10/18/2005	10/18/2008	Common Stock	375,000	$0⁽²⁾	375,000	I	By managed account⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/08/2008⁽²⁾		J⁽²⁾		625,000⁽²⁾		04/12/2006	04/12/2009	Common Stock	625,000	$0⁽²⁾	625,000	I	By managed account⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/08/2008⁽²⁾		J⁽²⁾		112,500⁽²⁾		06/08/2006	06/08/2009	Common Stock	112,500	$0⁽²⁾	112,500	I	By managed account⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/08/2008⁽²⁾		J⁽²⁾		666,875⁽²⁾		11/17/2007⁽⁵⁾	11/17/2009⁽⁵⁾	Common Stock	666,875	$0⁽⁵⁾	666,875	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/08/2008⁽²⁾		J⁽²⁾		625,000⁽²⁾		11/23/2007⁽⁵⁾	11/23/2008⁽⁵⁾	Common Stock	625,000	$0⁽⁵⁾	625,000	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/08/2008⁽²⁾		J⁽²⁾		312,500⁽²⁾		12/07/2007⁽⁵⁾	12/07/2008⁽⁵⁾	Common Stock	312,500	$0⁽⁵⁾	312,500	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/08/2008⁽²⁾		J⁽²⁾		250,000⁽²⁾		12/13/2007⁽⁵⁾	12/13/2008⁽⁵⁾	Common Stock	250,000	$0⁽⁵⁾	250,000	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/08/2008⁽²⁾		J⁽²⁾		62,500⁽²⁾		01/29/2008⁽⁵⁾	01/29/2009⁽⁵⁾	Common Stock	62,500	$0⁽⁵⁾	62,500	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/08/2008⁽²⁾		J⁽²⁾		250,000⁽²⁾		02/11/2008⁽⁵⁾	02/11/2009⁽⁵⁾	Common Stock	250,000	$0⁽⁵⁾	250,000	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/08/2008⁽²⁾		J⁽²⁾		666,875⁽²⁾		11/17/2007⁽⁶⁾	11/17/2010⁽⁶⁾	Common Stock	666,875	$0⁽⁶⁾	666,875	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/08/2008⁽²⁾		J⁽²⁾		625,000⁽²⁾		11/23/2007⁽⁶⁾	11/23/2009⁽⁶⁾	Common Stock	625,000	$0⁽⁶⁾	625,000	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/08/2008⁽²⁾		J⁽²⁾		312,500⁽²⁾		12/07/2007⁽⁶⁾	12/07/2009⁽⁶⁾	Common Stock	312,500	$0⁽⁶⁾	312,500	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/08/2008⁽²⁾		J⁽²⁾		250,000⁽²⁾		12/13/2007⁽⁶⁾	12/13/2009⁽⁶⁾	Common Stock	250,000	$0⁽⁶⁾	250,000	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/08/2008⁽²⁾		J⁽²⁾		62,500⁽²⁾		01/29/2008⁽⁶⁾	01/29/2010⁽⁶⁾	Common Stock	62,500	$0⁽⁶⁾	62,500	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/08/2008⁽²⁾		J⁽²⁾		250,000⁽²⁾		02/11/2008⁽⁶⁾	02/11/2010⁽⁶⁾	Common Stock	250,000	$0⁽⁶⁾	250,000	I	By managed accounts⁽¹⁾
Convertible Debentures	$0.4	07/08/2008⁽²⁾		J⁽²⁾		1,333,750⁽²⁾		11/17/2007	05/31/2008⁽⁴⁾	Common Stock	1,333,750	$0	1,333,750	I	By managed account⁽¹⁾
Convertible Debentures	$0.4	07/08/2008⁽²⁾		J⁽²⁾		1,250,000⁽²⁾		11/23/2007	05/31/2008⁽⁴⁾	Common Stock	1,250,000	$0	1,250,000	I	By managed account⁽¹⁾
Convertible Debentures	$0.4	07/08/2008⁽²⁾		J⁽²⁾		625,000⁽²⁾		12/07/2007	05/31/2008⁽⁴⁾	Common Stock	625,000	$0	625,000	I	By managed account⁽¹⁾
Convertible Debentures	$0.4	07/08/2008⁽²⁾		J⁽²⁾		500,000⁽²⁾		12/13/2007	05/31/2008⁽⁴⁾	Common Stock	500,000	$0	500,000	I	By managed account⁽¹⁾
Convertible Debentures	$0.4	07/08/2008⁽²⁾		J⁽²⁾		125,000⁽²⁾		01/29/2008	05/31/2008⁽⁴⁾	Common Stock	125,000	$0	125,000	I	By managed account⁽¹⁾
Convertible Debentures	$0.4	07/08/2008⁽²⁾		J⁽²⁾		500,000⁽²⁾		02/11/2008	05/31/2008⁽⁴⁾	Common Stock	500,000	$0	500,000	I	By managed account⁽¹⁾
Convertible Debentures	$0.4	07/08/2008⁽²⁾		J⁽²⁾		375,000⁽²⁾		06/26/2008	07/31/2008⁽⁴⁾	Common Stock	375,000	$0	375,000	I	By managed account⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/08/2008⁽²⁾		J⁽²⁾		187,500⁽²⁾		06/26/2008⁽⁵⁾	06/26/2009⁽⁵⁾	Common Stock	187,500	$0⁽⁵⁾	187,500	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/08/2008⁽²⁾		J⁽²⁾		187,500⁽²⁾		06/26/2008⁽⁶⁾	06/26/2010⁽⁶⁾	Common Stock	187,500	$0⁽⁶⁾	187,500	I	By managed accounts⁽¹⁾
Convertible Debentures	$0.4	07/08/2008⁽²⁾		J⁽²⁾		1,250,000⁽²⁾		07/03/2008	07/31/2008⁽⁴⁾	Common Stock	1,250,000	$0	1,250,000	I	By managed account⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/08/2008⁽²⁾		J⁽²⁾		625,000⁽²⁾		07/03/2008⁽⁵⁾	07/03/2009⁽⁵⁾	Common Stock	625,000	$0⁽⁵⁾	625,000	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/08/2008⁽²⁾		J⁽²⁾		625,000⁽²⁾		07/03/2008⁽⁶⁾	07/03/2010⁽⁶⁾	Common Stock	625,000	$0⁽⁶⁾	625,000	I	By managed accounts⁽¹⁾
Convertible Debentures	$0.4	07/11/2008		J⁽³⁾		750,000		07/11/2008	07/31/2008⁽⁴⁾	Common Stock	750,000	$0	750,000	I	By managed accounts⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/11/2008		J⁽⁵⁾		375,000⁽⁵⁾		07/11/2008⁽⁵⁾	07/11/2009⁽⁵⁾	Common Stock	375,000	$0⁽⁵⁾	375,000	I	By managed accounts⁽¹⁾

Explanation of Responses:

1. Ameet Shah is Managing Partner of Mosaic Capital Advisors, LLC ("MCA"). MCA is owned by Mr. Shah and another investor and is the investment advisor to several hedge funds and private equity funds, including certain funds to which GP is the general partner. MPE General Partner, LLC ("GP") is owned by Mr. Shah and another investor. GP is a general partner or investment manager in a number of partnerships and funds, including partnerships and funds which hold Issuer's securities and for which MCA is the investment advisor. Mosaic Financial Services, LLC ("MFS LLC") is wholly-owned by MCA. The reporting person disclaims beneficial ownership of these shares except to an extent of the reporting person's pecuniary interest in the shares.

2. No reportable transactions have occurred in connection with these holdings. The date, transaction code, acquisition code and price are included only because information is required to be entered into those columns to file this form. The listed transaction date is the date the last Form 4 was filed.

3. In exchange for financing, a convertible debenture dated July 11, 2008 with the original principal amount of $300,000 was issued by Issuer.

4. The listed expiration date is the scheduled maturity date of the Convertible Debenture as of July 28, 2008. The unpaid principal due under the Convertible Debenture may be converted into Issuer Common Stock prior to payment of such principal (whether before or after the scheduled maturity of the Convertible Debenture).

5. These $0.60 warrants are issuable in the future upon conversion of the Convertible Debentures. The dates listed in the Date Exercisable and Expiration Date columns relate to the date of issuance of the underlying Convertible Debenture. The warrants are exercisable for a 1 year period from the date of their future issuance, which may vary from the date listed in the Date Exercisable and Expiration Date columns.

6. These $0.80 warrants are issuable in the future upon conversion of the Convertible Debentures. The dates listed in the Date Exercisable and Expiration Date columns relate to the date of issuance of the underlying Convertible Debenture. The warrants are exercisable for a 2 year period from the date of their future issuance, which may vary from the date listed in the Date Exercisable and Expiration Date columns.

Remarks:

Filing 1 of 2

	/s/ Ameet Shah	07/29/2008
	** Signature of Reporting Person	Date
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