SecProbe.io

August  8, 2012

Via E -mail
Michael J. West
President
Canfield Medical Supply, Inc.
4120 Boardman -Canfield Road
Canfield, Ohio 44406

Re: Canfield Medical Supply, Inc.
Registration Statement on Form S-1
Filed July 12, 2012
  File No. 333-182639

Dear Mr. West :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your re gistration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General
1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, pleas e disclose on your prospectus cover page
that you are an emerging growth company, and revise your prospectus to:
 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that are available to you, suc h as exemptions
from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and
 State your election under Section 107(b) of the JOBS Act:
o If you have elected to opt out of the extended transition  period for complying with

Michael J. West
Canfield Medical Supply, Inc.
August 8, 2012
Page 2

 new or revised accounting standards pursuant to Section 107(b), include a
statement that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with new
or revised accounting stand ards under Section 102(b)(1), provide a risk factor
explaining that this election allows you to delay the adoption of new or revised
accounting standards that have different effective dates for public and private
companies until those standards apply to pr ivate companies.  Please state in your
risk factor that, as a result of this election, your financial statements may not be
comparable to companies that comply with public company effective
dates.  Include a similar statement in your critical accounting po licy disclosures.
In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company.

Please supplementally provide us with any written materials that you or anyone
authorized to do so on your behalf provide s in reliance on Section 5(d) of the Securities
Act to potential investors that are qualified institutional buyers or institutional accredited
investors.  Similarly, please supplementally provide us with any research reports about
you that ar e published or distributed in reliance upon Section 2(a)(3) of the Securities Act
of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any
broker or dealer that is participating or will participate in your offering.

2. Please provide  supplemental support for your factual assertions. Clearly mark the
supplemental materials to highlight the specific information you believe supports the
statement referenced.  For example only, we note the following statements:
 “[O]n average, it costs $50  per day to create an in home hospital room versus
approximately $1,500 per day for in -patient hospital care,” page 30 ;
 “The home healthcare  market, which is estimated to have generated revenues of
approximately $66 billion in the United States in 2011” pa ge 30 ;
 “’[A]nd is expected to grow at a compounded annual growth rate of 5% from 2011
through 2016 ,” pag e 30;
 “Our industry is highly fragmented with no player in the industry accounting for more
than 3% of industry revenue,” page 30;
 According to the U. S. Census  Bureau projection, the U.S. population aged 65 and
over…,” page 30;
 “Between 2010 and 2020, the nation’s healthcare spending is projected to increase to
$4.6 trillion…,”

Michael J. West
Canfield Medical Supply, Inc.
August 8, 2012
Page 3

  “These improvements have allowed for earlier patient discharge and have leng thened
the portion of the recuperation period…,” page 30;
 “Many patients prefer the convenience and typical cost -advantages of home
healthcare…,” page 31;
 “Mahonig Valley with an estimated population of 1 -1.25 million persons,” page 31;
 “The Medicare regul ations have established a 30% target for small supplier
participation, which improves our chances of winning sma ll bids from Medicare,”
page 31;
 As competitive bidding is phased in… we will experience a reduction in
reimbursement, as will most if not all o ther DMEPOS suppliers in the impacted areas,
page 36.
Fee Table
3. We not you indicate that the company is calculating the fee pursuant to Rule 457(o).
Given that the company is registering a given number of securities for the company and
for the selling sha reholders of the company it appears that the company should rely on
457(a) as it should be registering a  specific amount of securities.  Please revise or
advise as appropriate.

Prospectus Cover Page

4. Please confirm that your prospectus cover page will b e printed on a single page.

5. Please revise to highlight your cross reference  to your Risk Factors with boldface type .
See Item 501(b)(5) of Regulation S -K.

6. Please revise the offering proceeds table to indicate the amount of proceeds to the
selling share holders assuming a public offering price of $0.25.

7. Please supplementally confirm to us that the selling shareholders cannot commence
their offering until the off ering by the company has closed and the unsold company
shares have been deregistered.

Michael J. West
Canfield Medical Supply, Inc.
August 8, 2012
Page 4

 Table o f Contents
8. Please revise to include disclosure of the Dealer Delivery Obligations as required by
Item 502(b) of Regulation S -K or advise us why you believe the disclosure is not
required.

Summary of Prospectus, page 5

9. We note your statement that “we provide home medical equipment, supplies and
services to patients in … Northeastern Ohio, Western Pennsylvania and Northern West
Virginia.”   Please revise to provide more detail regarding the medical equipment,
supplies and services provided by the company.

10. We note your investor suitability requirements section on page 6 contains blanks for
locations where your offering is to be made.  With your next amendment, please revise
to add this information to your prosp ectus.  See Rule 430A of Regulation C.

Risk Factors, page 5

11. Please substantially revise your risk factor subheadings to concisely state the specific
material risk each risk factor presents to you r company or investors in the offering.
Your subheadings should be revised so that they adequately describe the specific risk
being addressed.

12. We note that your registered certified public accountant has expressed substantial doubt
about your ability to continue as a going concern.  Please add a risk factor which
describes your going concern opinion and place it at the beginning of your risk factors.
Please add similar disclosure to your MD&A.

We have a history of limited operations, page 7

13. We note your statement that “our bus iness was adversely affected by a January 2011
change in Medicare’s reimbursement policy for power wheel chairs when Medicare
quit reimbursing the purchase of power wheel chairs and started only reimbursing the
rental of such wheel cha irs.”  Please revise to clarify the percentage of the company’s
revenues derived from the sale of power wheel chairs for the fiscal year ended
December 31, 2010.

Michael J. West
Canfield Medical Supply, Inc.
August 8, 2012
Page 5

We may need to raise additional funds, and these funds may not be available when we need
them, page 8
14. We note the disclosure that “we believe that we can operate near break even for the
fiscal year ending December 31, 2013, because we are making extra efforts to increase
our revenues by attempting to increase private pa y business and we have a relatively
low overhead which we can control.”   We also note your statement that “should  we be
awarded one or more competitive bids by Medicare we are confident that our current
facility in Canfield, Ohio will be sufficient to hand le any additional business that may
result as we are currently operating well below our capacity for providing service.”
Please revise to delete the mitigating language from th is risk factor.   You may address
these factors in another location in your pros pectus.   Please revise your  risk factor
section so it does not  contain mitigating language.   We may have further comment.

15. We note your statement that “we believe that we can control our expenses which are
closely tied to our level of business activity so that cash generated from operations is
expected to be sufficient for the foreseeable future to fund our operations at our
currently forecasted levels.”  We note that the company has used cash in its operating
activities for the fiscal year ended December 31, 2011 and for the three months ended
March 31, 2012.  We also note that as of March 31, 2012 the company had a working
capital deficit of $108,427.  It appears to us that the company will need to raise fund s to
continue operations.  Please revise your disclosure as appropriate .  We may have
further comment.

16. Please revise your disclosure to indicate that the company had a working capital deficit
of $108,427 a s of March 31, 2012.
Because we are small and do not have much capital…, page 8
17. Please revise this risk factor disclosure to clarify the risk to the company  or investors
being addressed.

18. We note your disclo sure on page 31 that you have recently completed the second round
of bidding for additional Ohio markets.  This appears inconsistent with this risk factor
which states that you do not anticipate expansion.  Please revise for consistency.

Expa nded Government Auditing and Oversight of Medicare and Medicaid Suppliers …, page 13

19. Please revise to indicate the number of audits that the company has been subject to

Michael J. West
Canfield Medical Supply, Inc.
August 8, 2012
Page 6

 during the fiscal year ended December 31, 2011 and the three months ended March 31,
2012.  Also indicate the dollar amount of company supplies or services in question in
connection with the audits.

Our Directors Have the Ability to Significantly Influence any Matters …, page 17

20. Please revise to identify the directors who beneficially own in the aggregate 90.5% of
the company’s common stock.  Please also revise to clarify all of their positions held
with the company.

Use of Proceeds, page 10

21. Please revise y our second paragraph to clarify that the total proceeds from the offering
assuming all shares are sold is $300,000.

22. We note your disclosure that a substantial portion  of the proceeds from the sa le of your
shares will be used for general working capital.  Please revise to provide more detailed
disclosure of the principal purposes for which the net proceeds are intended to be used
and the approximate amount intended to be used for each such purpose .  Please revise
to describe the amounts of proceeds you intend to allocate to the various uses presented
in footnote (3) to your use of proceeds table.

23. We note your statement on page 20 that  you will have the discretion to apply the
available net proceeds of the offering to various indicated uses.  Please revise to
specifically describe the potential contingencies regarding your use of proceeds or
remove the reference to the use of discretion.  Please note that you may reserve the
right to change the use of proceeds, provided that such reservation is due to certain
contingencies that are discussed specifically and the alternatives to such uses are
indicated.  See Instruction 7 to Item 504 of Regulation S -K.

Selling Shareholders, page 22

24. Please revise  to include a column indicating the amount of securities to be  offered by
the selling shareholders.

Michael J. West
Canfield Medical Supply, Inc.
August 8, 2012
Page 7

Plan of Distribution, page 23

25. We note your assertion that Michael West and Stephen West meet the requirements of
the safe harbor provided under Rule 3a4 -1 under the Securities Exchange Act of 1934.
We also note your assertion that these individuals will meet all of the elements of Rule
3a4-1(a)(4)(ii).  Please add a description the facts upon which you are relying in order
to make this assertion.

26. We note your reference to three individuals meeting all of the elements of Rule 3a4 -
1(a)(4)(ii).   We also note that you only identify Michael West and Stephen West as
officers relying on the sa fe harbor from broker dealer registration.  Please revise or
advise.

27. We note your statement that “[t]he shares will be sold at the fixed price of $0.25 per
Share until the completion of this offering … Afte r the closing of this offering, our
selling shareholders may sell their shares at market prices or at any price in privately
negotiated transactions.”  Please revise to indicate that the selling shareholders must
sell at the fixed price of $0.25 per share until the shares are quoted on the OTCBB or
listed on a national securities exchange.

Directors, Executive Officers, Promoters and Control Persons, page 25

28. For each of your directors , please briefly discuss the specific experience, qualifications,
attributes or skills which led to the conclusions that these individuals should serve as
directors.  See Item 401(e) of Regulation S -K.

Executive Compensation , page 26
29. Please provide the tables and narrative required by Item 402(n) and (o) of Reg ulation S -
K to describe all of the compensation awa rded to your executive officers along with
any other applicable required items in Item 402 of Regulation S -K.  Specifically
address any director compensation as required by Item 402(r) of Regulation S -K.

Security Ownership of Certain Beneficial Owners and Ma nagement, page 26

30. Please revise to add a footnote  to the table to indicate that the “number of shares after
the offering” only reflect s the amount  of shares after the company offering and indicate

Michael J. West
Canfield Medical Supply, Inc.
August 8, 2012
Page 8

 in the fo otnote  the number of shares they will  hold after the selling shareholders
offering.

Description of Our Business, page 29

31. Please revise to explain industry -specific terms the first time they are used such that an
investor who is unfamiliar with your par ticular business can understand what you mean.
For example purposes only, we note the following terms:
 intradialytic parental n utrition, page 29
 nebulizer medications, page 29
 infusion therapy, page 30
 fee-for-service, page 34

32. We note that y ou provide home medical supplies and services with an emphasis on
providing for patients with mobility -related limitations.  We also note your disclosure
that you provide “anything” you customers need in order to remain in their homes .
Please cl arify your  source of revenues by explaining whether you sell products or
services to your customers or both.   Revise to state how you generate the majority of
your revenues.  See Item 101(h)(4)(i) of Regulation S -K.

33. We note your disclosure that you op erate in only one segment which is home medical
equipment and supplies.  We also note your disclosure on page 31 that you are
attempting to increase your private pay business.  Please provide a description of your
private pay business or advise.

34. To the extent you sell products to patients, please describe your relationship with your
suppliers within this section.  See Item 101(h)(4)(ii) of Regulation S -K.

Payors, page 32

35. We note that you derived approximately 70% of yo ur net revenu