SecProbe.io

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October 13, 2004

Mail Stop:  4-6

R. Kevin T. McGuire
Treasurer and Chief Financial Officer
200 Perimeter Road
Manchester, NH  03103

Re:	Item 4 Form 8-K filed October 1, 2004

Dear Mr. McGuire:

We have reviewed your filing and have the following comment.  Where
indicated, we think you should revise your document in response to
this comment.  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.
1. We note you have engaged the accounting firm of  Stephen A.
Diamond, Chartered Accountant to audit your year ended June 30, 2004
financial statements.  We  also note that the firm has not applied for
registration with the Public Company Accounting Oversight Board
(PCAOB).  Section 102 of the Sarbanes-Oxley Act of 2002 makes it
unlawful after October 22, 2003 for any person that is not a
registered public accounting firm (i.e. registered with the PCAOB) to
prepare or issue, or to participate in the preparation or issuance of,
any audit report (or review report) with respect to any issuer.  We
assume that your newly engaged accountant is planning to register with
the Public Company Accounting Oversight Board (PCAOB).  If your new
accountant submits an application for registration with the PCAOB, the
PCAOB will take action on their application for registration not later
than 45 days after the date of receipt of the application by the
PCAOB.  However, if the PCAOB requests additional information, a new
45-day review period will begin when the requested information is
received.  Given this time frame, if you have not already done so, you
should promptly discuss this with your new accountant as they may not
be able to issue an audit report on your year-end results in time for
your filing deadlines.  Additionally, since your new accountant is not
currently registered and given the time needed to register, you may
have to engage a new accountant that is a publicly registered
accounting firm to perform review or audit work for the company.  As a
result, if necessary, please file a new Item 4 Form 8-K after you have
engaged new accountants that are registered with the PCAOB.  Provide
all of the disclosures required by Item 304 of Regulation S-K
regarding the period of engagement of Stephen A. Diamond, Chartered
Accountant, which should include an Exhibit 16 letter from Stephen A.
Diamond.

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.  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.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a 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 our review of your filing or in response to our
comments on your filing.

Please respond to these comments within 5 business days or tell us
when you will provide us with a response.  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.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.  You may contact the undersigned at 202-824-5355 if
you have questions regarding these comments.

Sincerely,

Patrick Gilmore, CPA
Staff Accountant
R. Kevin T. McGuire
Assuretec Holdings, Inc.
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