SecProbe.io

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February 14, 2005

Mail Stop:  4-6

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

Re:	Item 4 Form 8-K filed February 2, 2005

Dear Mr. McGuire:

We have reviewed your filing and have the following comments.
Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comments are 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. Amend the report to include disclosure to state whether during
the
registrant`s two most recent fiscal years and any subsequent
interim
period through the date of resignation, whether there were any
disagreements with the former accountant on any matter of
accounting
principles or practices, financial statement disclosure, or
auditing
scope or procedure, which disagreement(s), if not resolved to the
satisfaction of the former accountant, would have caused it to
make
reference to the subject matter of the disagreement(s) in
connection
with its reports.  In the event of disagreement(s) and/or
reportable
event(s), provide the specific disclosures required by Item
304(a)(1)(iv) and (v) of Regulation S-K.

2. To the extent that you make changes to the Form 8-K to comply
with
our comments, please obtain and file an updated Exhibit 16 letter
from the former accountants stating whether the accountant agrees
with the statements made in your revised Form 8-K.

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
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R. Kevin T. McGuire
Assuretec Holdings, Inc.
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