SecProbe.io

October  16, 2012

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

Re: Canfield Medical Supply, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 2 , 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 registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve 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. Please suppleme ntally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of th e Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.
Prospectus Cover Page
2. Please revise your table to reflect the proceeds to the selling shareholders under the
minimum and maximum offe ring scenarios.

Michael J. West
Canfield Medical Supply, Inc.
October 16 , 2012
Page 2

 Risk Factors, page 7
“Because we are small, have a working capital deficit,…,” page 9
3. We note your response to comments 17 and 18 in our letter dated August 8, 2012.  Please
revise to remove the mitigating information regarding your oppor tunity to increase your
business more significantly should you win several bids.
Use of proceeds, page 23
4. We note your response to comment 22.  We also note your disclosure in footnote 6 that
you will use some of the working capital to pay your legal and  accounting expenses.
Please revise to briefly address the amounts you anticipate to spend on the legal and
accounting expenses.
Plan of Distribution, page 26
5. Please revise your disclosure to clarify that the selling shareholders will not sell their
share s until after the company’s offering is completed  and the unsold shares have been
deregistered .
Business, page 34
6. We note your response to comment 53 in our letter dated August 8, 2012.  Please add a
brief summary of the material terms of your filed agreements to this section.  In
particular, please address the meaning of “time -limited provider” in the context of your
Ohio Medicaid agreement filed as Exhibit 10.3.
Our Business Strategy, page 36
7. We note your disclosure on page 17 that you are significantly depended on referrals from
hospitals, doctors, etc.  We also note your statement within this section that a successful
startup of your webstore will generate retail sales to patients that you ar e currently unable
to achieve.  Please reconcile these two statements.  In particular, it is unclear whether
referrals are required for patients to purchase your products, and whether you hope to
gain non -referral sales through your webstore.
Payors, page 37
8. We note your response to our prior comment 35, stating that revenues from Medicare and
Medicaid are recorded at the time of collection.  This accounting treatment (i.e., cash
basis) is not consistent with your accounting policy for revenue recognition, as stated on
page F -7, that revenue is recognized on an accrual basis.  Please revise your disclosure to
reconcile this difference.  If you believe revenue recognition on a cash basis is
appropriate, please provide us with a detailed explanation supporting  your position,
including references to relevant authoritative accounting guidance.

Michael J. West
Canfield Medical Supply, Inc.
October 16 , 2012
Page 3

 9. We note your response to comment 35 in our letter dated August 8, 2012 and the related
added disclosure on page 37.  Please tell us whether these rates take into account the 13 -
month rental program for powered mobility equipment referenced on page 50.  If
necessary, please revise to reflect this extended repayment period for power mobility
devices.
Marketing, page 37
10. We note your response to comment 37 in our letter date d August 8, 2012, and that you
are currently accredited by The Joint Commission for home care which includes the
provision of Durable Medical Equipment, Prosthetics, Orthotics, and Supplies .  We also
note that you intend to increase your exposure to assist ed living facilities  and nursing
homes .  Where appropriate, please revise to describe whether any additional level of
accreditation is required for you to operate in these facilities.  If such further accreditation
is required, please add a description of the process and costs to your plan of operation.
DMEPOS Competitive Bidding, page 40
11. We note your discussion of the DMEPOS Competitive Bidding  process.  Please revise to
add additional details regarding the factors that CMS  considers in awarding a contra ct to
a supplier.  To the extent such information is known, please clarify whether a contract is
generally awarded to the supplier who makes the lowest bid, and therefore shows the
greatest cost savings, or whether there are other extraneous factors which are considered.
Also please clarify how many DMEPOS contracts may be awarded in a given CBA .  To
the extent you have material costs associated with obtaining a contract, please revise your
plan of operation to describe these costs.
Management’s Discussion  and Analysis of Financial Condition an d Results of Operations, page
49
12. We note your response to comment 39 in our letter dated August 8, 2012 and we reissue
the comment.  Your MD&A should not be a simple recitation of your Business section.
While you hav e identified your various business goals within this section, you have not
provided a discussion of the key variables and other qualitative and quantitative factors
on which the  company's executives focus in evaluating your financial condition and
operatin g performance .  Please revise this section to provide additional insight into your
operations including a discussion of any known trends in your financial results or other
key performance indicators.  Given that you have an operating history, this discussi on
should be retrospective as well prospective.  Please refer to SEC Release No. 33 -8350
(2003) for guidance.

Michael J. West
Canfield Medical Supply, Inc.
October 16 , 2012
Page 4

 13. We note your discussion on page 41 that as  competitive bidding is phased in across the
country under the revised MIPPA and Reform Package implementation schedule; you
believe that you will experience a reduction in reimbursemen t.  To the extent that this
represents a trend which will have a material effect on your results of operations, please
discuss the trend within this section and describe any pricing pressures that your business
faces due to the competitive bidding process.
Liquidity and Capital Resources, page 52
14. We note your response to comment 42 in our letter dated August 8, 2012.  To provide
investors with a better understanding of your current financial condition, with regard to
the six months ended June 30, 2012 , please revise this section t o add additional detail  as
to the changes in  your cash flows used for operating activities.  For example, please
explain why you had a reduction in net losses.
Plan of Operation, page 53
15. We note your responses to comments 45 a nd 46 from our letter dated August 8, 2012, and
we reissue these comments.  Please note that where you have disclosed that your plan is
to return to profitability over the next 12 month s, you must provide a specific plan of
operation  whic h describes the me ans by which you will achieve your stated goal.
Therefore, please revise this section to provide specific milestones which you intend to
achieve over the next  12 months .  These milestones should include the categories of
expenditures in furtherance of you r objectives and the sources of the cash which will be
used for such expenditures.  Please take into account the identified uses of proceeds from
your offering and how these will aid your return to profitability.  Also, please revise your
plan of operation  to discuss the various the amounts which may be raised in this offering.
Your discussion should, at a minimum, cover the scenarios in which you raise $40,000,
$150,000 and $300,000.  If the minimum proceeds of this offering  would not allow you
to return to profitability in 12 months, so state within your disclosure.
Proposed Milestones to Implement Business Operations, page 55
16. We note your disclosure on page 55 that you expect to find out which bids, if any, you
have won by the end of September, 2012.   Please update your disclosure to reflect the
current status of the your Medicare bids or advise.
Certain Relationships and Related Transactions, page 58
17. We note your response to comment 40 in our lett er dated August 8, 2012.  Please revise
to add the inf ormation required by Item 404(d) of Regulation S -K for this transaction
within this section.  Also, please  add the amount you  paid to Mr. Steve West to your
Summary Compensation Table.  Be sure to describe the circumstances under which the
compensation was  received in the narrative to your table.

Michael J. West
Canfield Medical Supply, Inc.
October 16 , 2012
Page 5

 18. We note your disclosure on page II -2 that on April 18, 2012 Messrs. Michael and
Stephen West were granted 300,000 shares each for consideration of $3,000.  Please
provide the information required by Item 404(d) fo r this transaction.  Alternatively, i f
these shares were received as compensation, please add this information to your
Summary Compensation Table  pursuant to Item 402(n) of Regulation S -K.
Financial Statements
Notes to Financial Statements
General
19. We reviewed your response to our prior comment 50.   Please revise your footnotes to
disclose your S -corp undistributed losses that are included in your retained earnings
balance.
Revenue Recognition, page F -7
20. We note your revisions in response to comment 51.   Your response did not address our
comment, thus the comment will be reissued.   Please expand your revenue recognition
policy disclosure to describe the terms and conditions related to each of your revenue
streams (e.g. sales of equipment, rental of equipment and services provided for delivery,
set-up and maintenance of the equipment) and how you applied each of the criteria
outlined in SAB 104 in recognizing the revenues from each of these revenue streams.
Exhibits
21. We note your response to comment 52 in our letter dated August 8, 2012 and your
escrow agreement filed as Exhibit 9.0.  However, it does not appear that your escrow
agreement is a voting trust agreement required to be filed pursuant to Item 601(b )(9) of
Regulation S -K.  With your next amendment please refile your escrow agreement with an
appropriate exhibit number and update your exhibit index accordingly.
Legality Opinion
22. We note your response to comment 54 in our letter dated August 8, 2012, and  we reissue
the comment.  We are unable to locate your revised legality opinion.  Please file a revised
opinion with your next amendment or advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible fo r the accuracy
and adequacy of the disclosures they have made.

Michael J. West
Canfield Medical Supply, Inc.
October 16 , 2012
Page 6

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowled ging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Suying Li  at (202) 551 -3335 or Brian Bhandari at (202) 551 -3390 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Adam Turk at (202) 551 -3657 or Da vid Link at (202) 551 -3356 with any other questions.

Sincerely,

 /s/ David Link for

John Reynolds
Assistant Director