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^*

Mosaic Capital Advisors, LLC

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2008

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	07/29/2008⁽²⁾		J⁽²⁾		0⁽²⁾	A	$0⁽²⁾	2,916,814	I	By MPE (US)⁽¹⁾
Common Stock	07/29/2008⁽²⁾		J⁽²⁾		0⁽²⁾	A	$0⁽²⁾	2,500,000	I	By Mosaic Financial Services⁽¹⁾
Common Stock	07/29/2008⁽²⁾		J⁽²⁾		0⁽²⁾	A	$0⁽²⁾	1,025,000	I	By MPE III⁽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	07/29/2008⁽²⁾		J⁽²⁾		512,500⁽²⁾		04/12/2006	04/12/2009	Common Stock	512,500	$0⁽²⁾	512,500	I	By MPE III⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/29/2008⁽²⁾		J⁽²⁾		375,000⁽²⁾		10/18/2005	10/18/2008	Common Stock	375,000	$0⁽²⁾	375,000	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/29/2008⁽²⁾		J⁽²⁾		625,000⁽²⁾		04/12/2006	04/12/2009	Common Stock	625,000	$0⁽²⁾	625,000	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/29/2008⁽²⁾		J⁽²⁾		112,500⁽²⁾		06/08/2006	06/08/2009	Common Stock	112,500	$0⁽²⁾	112,500	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/29/2008⁽²⁾		J⁽²⁾		666,875⁽²⁾		11/17/2006⁽⁴⁾	11/17/2009⁽⁴⁾	Common Stock	666,875	$0⁽⁴⁾	666,875	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/29/2008⁽²⁾		J⁽²⁾		625,000⁽²⁾		11/23/2007⁽⁴⁾	11/23/2008⁽⁴⁾	Common Stock	625,000	$0⁽⁴⁾	625,000	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/29/2008⁽²⁾		J⁽²⁾		312,500⁽²⁾		12/07/2007⁽⁴⁾	12/07/2008⁽⁴⁾	Common Stock	312,500	$0⁽⁴⁾	312,500	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/29/2008⁽²⁾		J⁽²⁾		250,000⁽²⁾		12/13/2007⁽⁴⁾	12/13/2008⁽⁴⁾	Common Stock	250,000	$0⁽⁴⁾	250,000	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/29/2008⁽²⁾		J⁽²⁾		62,500⁽²⁾		01/29/2008⁽⁴⁾	01/29/2009⁽⁴⁾	Common Stock	62,500	$0⁽⁴⁾	62,500	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/29/2008⁽²⁾		J⁽²⁾		250,000⁽²⁾		02/11/2008⁽⁴⁾	02/11/2009⁽⁴⁾	Common Stock	250,000	$0⁽⁴⁾	250,000	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/29/2008⁽²⁾		J⁽²⁾		666,875⁽²⁾		11/17/2006⁽⁵⁾	11/17/2009⁽⁵⁾	Common Stock	666,875	$0⁽⁵⁾	666,875	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/29/2008⁽²⁾		J⁽²⁾		625,000⁽²⁾		11/23/2007⁽⁵⁾	11/23/2009⁽⁵⁾	Common Stock	625,000	$0⁽⁵⁾	625,000	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/29/2008⁽²⁾		J⁽²⁾		312,500⁽²⁾		12/07/2007⁽⁵⁾	12/07/2009⁽⁵⁾	Common Stock	312,500	$0⁽⁵⁾	312,500	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/29/2008⁽²⁾		J⁽²⁾		250,000⁽²⁾		12/13/2007⁽⁵⁾	12/13/2009⁽⁵⁾	Common Stock	250,000	$0⁽⁵⁾	250,000	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/29/2008⁽²⁾		J⁽²⁾		62,500⁽²⁾		01/29/2008⁽⁵⁾	01/29/2010⁽⁵⁾	Common Stock	62,500	$0⁽⁵⁾	62,500	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/29/2008⁽²⁾		J⁽²⁾		250,000⁽²⁾		02/11/2008⁽⁵⁾	02/11/2010⁽⁵⁾	Common Stock	250,000	$0⁽⁵⁾	250,000	I	By MPE (US)⁽¹⁾
Convertible Debentures	$0.4	08/08/2008⁽³⁾		J⁽³⁾		1,333,750⁽³⁾		11/17/2007	08/31/2008⁽³⁾	Common Stock	1,333,750	$0⁽³⁾	1,333,750	I	By MPE (US)⁽¹⁾
Convertible Debentures	$0.4	08/08/2008⁽³⁾		J⁽³⁾		1,250,000⁽³⁾		11/23/2007	08/31/2008⁽³⁾	Common Stock	1,250,000	$0⁽³⁾	1,250,000	I	By MPE (US)⁽¹⁾
Convertible Debentures	$0.4	08/08/2008⁽³⁾		J⁽³⁾		625,000⁽³⁾		12/07/2007	08/31/2008⁽³⁾	Common Stock	625,000	$0⁽³⁾	625,000	I	By MPE (US)⁽¹⁾
Convertible Debentures	$0.4	08/08/2008⁽³⁾		J⁽³⁾		500,000⁽³⁾		12/13/2007	08/31/2008⁽³⁾	Common Stock	500,000	$0⁽³⁾	500,000	I	By MPE (US)⁽¹⁾
Convertible Debentures	$0.4	08/08/2008⁽³⁾		J⁽³⁾		125,000⁽³⁾		01/29/2008	08/31/2008⁽³⁾	Common Stock	125,000	$0⁽³⁾	125,000	I	By MPE (US)⁽¹⁾
Convertible Debentures	$0.4	08/08/2008⁽³⁾		J⁽³⁾		500,000⁽³⁾		02/11/2008	08/31/2008⁽³⁾	Common Stock	500,000	$0⁽³⁾	500,000	I	By MPE (US)⁽¹⁾
Convertible Debentures	$0.4	08/08/2008⁽³⁾		J⁽³⁾		375,000⁽³⁾		06/26/2008	08/31/2008⁽³⁾	Common Stock	375,000	$0⁽³⁾	375,000	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/29/2008⁽²⁾		J⁽²⁾		187,500⁽²⁾		06/26/2008⁽⁴⁾	06/26/2009⁽⁴⁾	Common Stock	187,500	$0⁽⁴⁾	187,500	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/29/2008⁽²⁾		J⁽²⁾		187,500⁽²⁾		06/26/2008⁽⁵⁾	06/26/2010⁽⁵⁾	Common Stock	187,500	$0⁽⁵⁾	187,500	I	By MPE (US)⁽¹⁾
Convertible Debentures	$0.4	08/08/2008⁽³⁾		J⁽³⁾		1,250,000⁽³⁾		07/03/2008	08/31/2008⁽³⁾	Common Stock	1,250,000	$0⁽³⁾	1,250,000	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/29/2008⁽²⁾		J⁽²⁾		625,000⁽²⁾		07/03/2008⁽⁴⁾	07/03/2009⁽⁴⁾	Common Stock	625,000	$0⁽⁴⁾	625,000	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.8	07/29/2008⁽²⁾		J⁽²⁾		625,000⁽²⁾		07/03/2008⁽⁵⁾	07/03/2010⁽⁵⁾	Common Stock	625,000	$0⁽⁵⁾	625,000	I	By MPE (US)⁽¹⁾
Convertible Debentures	$0.4	08/08/2008⁽³⁾		J⁽³⁾		750,000⁽³⁾		07/11/2008	08/31/2008⁽³⁾	Common Stock	750,000	$0⁽³⁾	750,000	I	By MPE (US)⁽¹⁾
Warrants to Purchase Common Stock	$0.6	07/29/2008⁽²⁾		J⁽²⁾		375,000⁽²⁾		07/11/2008⁽⁴⁾	07/11/2009⁽⁴⁾	Common Stock	375,000	$0⁽²⁾	375,000	I	By MPE (US)⁽¹⁾

Explanation of Responses:

1. Mosaic Private Equity Fund (US), LP ("MPE (US)") is an investment fund. The reporting person is an advisor to MPE (US). MPE General Partner, LLC is a general partner of MPE (US). Mosaic Private Equity (III) Limited ("MPE III") is an investment fund. The reporting person is also an advisor to MPE III. Mosaic Financial Services, LLC is wholly-owned by the reporting person. 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 signed.

3. By letter agreements dated August 8, 2008, the scheduled maturity date of the outstanding convertible debentures was extended to August 31, 2008. The listed expiration date is the scheduled maturity date of the Convertible Debenture. 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).

4. 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.

5. 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/ Mosaic Capital Advisors, LLC By: Ameet Shah	08/12/2008
	** 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 4 (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).
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