SecProbe.io

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                            AssureTec Holdings, Inc.
                               200 Perimeter Road
                              Manchester, NH 03103
                      Ph (603) 641-8443 Fax (603) 641-9535
                           Kevin.mcguire@assuretec.com

BY FAX 202.942.9544

January 27, 2005

Mr. Patrick Gilmore, CPA
United States
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N. W.
Washington, DC 20549-0406

         Re:      Item 4 8-K filed October 1, 2004
                  File No. 000-50506

Mr. Gilmore;

In response to your letter of January 27, 2004, I am herein stating why
Assuretec Holdings, has not been able to amend the filing of our Form 8-K as
originally filed on October 1, 2004. For your convenience, your comments are
presented below in bold and the Company's response follows each particular
comment.

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

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     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 anew 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.

RESPONSE: Upon your notice of October 13, 2004 that the Company's accounting
firm, Stephen A. Diamond, Chartered Accountant was not registered with the
Public Company Accounting Oversight Board (PCAOB), of which the Company was not
aware, the Company requested that Mr. Diamond register with the PCAOB. Mr.
Diamond indicated that he would register with the PCAOB. However on November 18,
2004, Stephen A. Diamond, Chartered Accountant, resigned as our independent
auditors.

Since that date the Company has been searching for and interviewing prospective
auditors. On January 27, 2005, Marcum & Kliegman, LLP executed an engagement
letter to be the independent auditors for the Company. Marcum & Kliegman, LLP is
registered with the PCAOB. A Form 8-K concerning these matters is being filed
with the Commission.

The Company acknowledges that the Company is responsible for the adequacy and
accuracy of the disclosure in the filings; the 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 the 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.

If there are any matters that have not been addressed in your comment letter,
please contact me at your earliest convenience so that the Company may be in
full compliance with the Commission.

Respectfully,

/s/ Kevin T. McGuire
--------------------
Kevin T. McGuire
Treasurer

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