SecProbe.io

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 August 1, 2025

Robert Nistico
Chief Executive Officer
Splash Beverage Group, Inc.
1314 East Las Olas Blvd, Suite 221
Fort Lauderdale, Florida 33301

 Re: Splash Beverage Group, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed on June 13, 2025
 File No. 001-40471
Dear Robert Nistico:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
cc: Darrin Ocasio
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 July 28, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Splash Beverage Group, Inc.

 Preliminary Proxy Statement on Schedule 14A

 Submitted June 13, 2025

 File No. 001-40471

 Dear Ms. Sarah Sidwell and Ms. Asia Timmons-Pierce:

 On behalf of Splash Beverage Group, Inc. (the " Company "),
we have set forth below responses to the comments of the staff (the " Staff ") of the Securities and Exchange Commission
(the " SEC ") contained in its letter of June 26, 2025 with respect to the Company's Preliminary Proxy Statement
on Schedule 14A (the " Proxy Statement ") as noted above.

 For your convenience, the text of the Staff's comments is set forth below
in bold, followed in each case by the Company's responses. Please note that all references to page numbers in the responses are
references to the page numbers in the Proxy Statement. We are also filing a proxy amendment along with this letter.

 Preliminary Proxy Statement on Schedule 14A

 Proposal 1 -- To Approve an Amendment to Our Articles
of Incorporation, as Amended, to Increase the Number of Authorized Shares of Common St, page 8

 1. We note one of the purposes for increasing the
number of authorized shares is to offer additional flexibility to "make stock-based acquisitions". We also note in your 8-K
filed on February 3, 2025, you have signed a letter of intent to acquire Western Son Vodka primarily through a stock-for-equity transaction.
If the increase in authorized shares covered by this proposal is in furtherance of the acquisition of Western Son Vodka, please note that
Note A to Schedule 14A provides that where a solicitation of securityholders is for the purpose of approving the authorization
of additional securities which are to be used to acquire another specified company, and the registrants' securityholders will
not have a separate opportunity to vote upon the transaction, the solicitation to authorize the securities is also a solicitation
with respect to the acquisition. Under those facts, information required by Items 11, 13 and 14 shall be furnished. Alternatively,
please provide us with analysis supporting why such disclosure is not required.

 Response : We respectfully inform the Staff
on behalf of the Company, that the Company's previous letter of intent to acquire Western Son Vodka has expired, and currently there
is no structure in place to contemplate the said acquisition.

 2. We note that you have not filed your Annual
Report on Form 10-K for your fiscal year ended December 31, 2024, and that you have not filed your Quarterly Report on For 10-Q for the
period ended March 31, 2025. Please add a risk factor to discuss these facts, any obligations you have to file these reports, and associated
risks resulting from your failure to do so.

 Response : We respectfully inform the Staff that the Company has now filed both its Annual
Report on Form 10-K for fiscal year ended December 31, 2024 filed on July 11, 2025, and the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2025 filed on July 11, 2025.

 3. We note that you received a notice from NYSE
American LLC on April 16, 2025 notifying you that you were not in compliance with the continued listing standards due to failure to timely
file your Annual Report on Form 10-K for the year ended December 31, 2024. Additionally, we note that you received a notice from NYSE
American LLC on April 7, 2025 that NYSE would begin delisting procedures due to failure to regain compliance with Sections 1003(a)(i),
(ii), and (iii) of the Company Guide, and that you were appealing such decision. Please provide a detailed description for both NYSE notices
of the processes undertaken by the Company to regain compliance and their related timelines. Please disclose the risks of non-compliance
with either notice, as well as the consequences of any such suspension or delisting.

 Response : We have added the following risk
factor to the Proxy Statement in response to the Staff's comment:

 We are currently not in compliance with the
continued listing standards of the NYSE American. Our failure to resume compliance with the continued listing standards or make continued
progress toward compliance consistent with a plan of compliance that we submitted to NYSE Regulation may result in the delisting of our
common stock.

 Our common stock is listed on the NYSE American, a
national securities exchange, under the symbol "SBEV". As a result, we are subject to NYSE American's listing standards,
which generally mandate that we meet certain requirements relating to stockholders' equity, market capitalization, aggregate market
value of publicly held shares and distribution requirements.

 On June 5, 2024, the Company received a letter from
the staff of NYSE American stating that the Company's stockholders' equity was not in compliance with the NYSE American's
continued listing standards under Section 1003(a)(iii) of the NYSE American Company Guide. Section 1003(a)(iii) requires a listed company
to have stockholders' equity of $6 million or more if the listed company has reported losses from continuing operations and/or net
losses in its five most recent fiscal years.

 On December 20, 2023, the Company received a notice
from the staff of NYSE American that the Company was not in compliance with the NYSE American's continued listing standards under
Section 1003(a)(i) and (ii) of the NYSE American Company Guide. Section 1003(a)(i) requires a listed company to have stockholders'
equity $2 million or more if the listed company has reported losses from continuing operations and/or net losses in two of its three most
recent fiscal years, and Section 1003(a)(ii) requires a listed company to have stockholders' equity of $4 million or more if the
listed company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years.

 On June 5, 2024, the Company received notification
from the NYSE American indicating that it is not in compliance with the Exchange's continued listing standards under Section 1003(a)(iii)
of the Company Guide, requiring a listed company to have stockholders' equity of $6 million or more if the listed company has reported
losses from continuing operations and/or net losses in its five most recent fiscal years. The Company is now subject to the procedures
and requirements of Section 1009 of the Company Guide.

 The NYSE American accepted the Plan and granted a
Plan period through April 6, 2025 to regain compliance with the continued listing standards, which now includes continued listing standards
under Section 1003(a)(iii). The Company was able to continue its listing during the Plan period and will be subject to periodic reviews
including quarterly monitoring for compliance with the Plan until it has regained compliance.

 On April 7, 2025, the
Company received written notification from the NYSE American stating that the NYSE Regulation determined to commence proceedings
to delist the Company's Common Stock from NYSE American. NYSE Regulation has determined the Company is no longer suitable for listing
pursuant to Section 1009(a) of the NYSE American Company Guide (the "Company Guide") as the Company was unable to demonstrate
that it had regained compliance with Sections 1003(a)(i), (ii) and (iii) of the Company Guide by the end of the maximum 18-month compliance
plan period, which expired on April 10, 2025. On April 14, 2025, the Company appealed the NYSE Regulation's decision and requested
a hearing with the office of the General Counsel of the NYSE American. On April 16, 2025, the Company received notice that their hearing
was held on June 26, 2025.

 The Company has been advised that the Common Stock
will continue to be listed and traded on NYSE American during the pendency of the Company's appeal, which we expect to last between
sixty to ninety days, subject to NYSE American's discretion to suspend trading if it believes suspension to be in the public interest.
Following the appeal, the decision of the committee of the Board of Directors of the NYSE American hearing the appeal will be announced
by NYSE Regulation regarding either proceeding with suspension and delisting or continued trading in the Common Stock.

 There can be no assurance we will cure the deficiency or win on appeal
and that we will maintain our listing on NYSE American.

 If we fail to regain compliance with the continued
listing requirements of the NYSE American or NYSE American does not accept our appeal, the NYSE American may take steps to de-list our
common stock. If the NYSE American de-lists our securities for trading on its exchange, we could face significant material adverse consequences,
including:

 ● a limited availability of market quotations for our securities;

 ● reduced liquidity with respect to our securities;

 ● a determination that our shares of common stock are "penny stock" which will require brokers
trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in
the secondary trading market for our shares of common stock;

 ● a limited amount of news and analyst coverage for our Company; and

 ● a decreased ability to issue additional securities or obtain additional financing in the future.

 Such a de-listing would likely have a negative effect
on the price of our common stock and would impair our investors' ability to sell or purchase our common stock when investors wish
to do so.

 The National Securities Markets Improvement Act of
1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to
as "covered securities." Shares of our common stock are considered to be covered securities because they are listed on the
NYSE American. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states
to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate
or bar the sale of covered securities in a particular case. Further, if we were no longer listed on the NYSE American, our common stock
would not be deemed covered securities and we would be subject to regulation in each state in which we offer our securities.

 4. Please include a form of proxy card marked as
"preliminary" in your next amendment.

 Response : We have included a form of proxy card marked as "preliminary"
in the proxy amendment filed along with this letter.

 We trust that the above is responsive to your comments.

 Should you have any questions relating to the foregoing
or wish to discuss any aspect of the Company's filing, please contact me at 212 398 1493.

 Sincerely,

 /s/ Darrin M. Ocasio

 Darrin M. Ocasio, Esq.

 Sichenzia Ross Ference Carmel LLP

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<TEXT>
 June 26, 2025

Robert Nistico
Chief Executive Officer
Splash Beverage Group, Inc.
1314 East Las Olas Blvd, Suite 221
Fort Lauderdale, Florida 33301

 Re: Splash Beverage Group, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed on June 13, 2025
 File No. 001-40471
Dear Robert Nistico:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
Proposal 1 -- To Approve an Amendment to Our Articles of Incorporation, as
Amended, to
Increase the Number of Authorized Shares of Common St, page 8

1. We note one of the purposes for increasing the number of authorized
shares is to offer
 additional flexibility to "make stock-based acquisitions". We also note
in your 8-K
 filed on February 3, 2025, you have signed a letter of intent to acquire
Western Son
 Vodka primarily through a stock-for-equity transaction. If the increase
in authorized
 shares covered by this proposal is in furtherance of the acquisition of
Western Son
 Vodka, please note that Note A to Schedule 14A provides that where a
solicitation of
 securityholders is for the purpose of approving the authorization of
additional
 securities which are to be used to acquire another specified company,
and the
 registrants' securityholders will not have a separate opportunity to
vote upon the
 transaction, the solicitation to authorize the securities is also a
solicitation with respect
 to the acquisition. Under those facts, information required by Items 11,
13 and 14
 shall be furnished. Alternatively, please provide us with analysis
supporting why such
 disclosure is not required.
 June 26, 2025
Page 2

General

2. We note that you have not filed your Annual Report on Form 10-K for your
fiscal
 year ended December 31, 2024, and that you have not filed your Quarterly
Report on
 For 10-Q for the period ended March 31, 2025. Please add a risk factor
to discuss
 these facts, any obligations you have to file these reports, and
associated risks
 resulting from your failure to do so.

3. We note that you received a notice from NYSE American LLC on April 16,
2025
 notifying you that you were not in compliance with the continued listing
standards
 due to failure to timely file your Annual Report on Form 10-K for the
year ended
 December 31, 2024. Additionally, we note that you received a notice from
NYSE
 American LLC on April 7, 2025 that NYSE would begin delisting procedures
due to
 failure to regain compliance with Sections 1003(a)(i), (ii), and (iii)
of the Company
 Guide, and that you were appealing such decision. Please provide a
detailed
 description for both NYSE notices of the processes undertaken by the
Company to
 regain compliance and their related timelines. Please disclose the risks
of non-
 compliance with either notice, as well as the consequences of any such
suspension or
 delisting.
4. Please include a form of proxy card marked as "preliminary" in your next
amendment.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Sarah Sidwell at 202-551-4733 or Asia Timmons-Pierce at
202-551-
3754 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Darrin Ocasio
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Splash Beverage Group, Inc.

1314 E Las Olas Blvd. Suite 221

Fort Lauderdale, Florida 33301

April 27, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

    Re:
    Splash Beverage Group, Inc.

    Registration Statement on Form S-3

File No. 333-271394

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, Splash Beverage Group, Inc. (the “Company”) hereby requests that the Securities
and Exchange Commission take appropriate action to accelerate the effective date of the above-referenced registration statement so as
to become effective on Monday, May 1, 2023, at 4:30 p.m. Eastern Time, or as soon thereafter as practicable.

The Company understands that the Commission will consider
this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Company is aware
of its responsibilities under the Securities Act as they relate to the proposed public offering of the securities specified in the Registration
Statement.

Once the registration statement has been declared
effective, please confirm orally that event with our counsel, Sichenzia Ross Ference LLP, by calling Rohini Sud at 212-930-9700.

    Very truly yours,

    Splash Beverage Group, Inc.

    /s/ Robert Nistico

    By: Robert Nistico

    Title: Chairman of the Board and Chief Executive Officer

United States securities and exchange commission logo
April 26, 2023
Robert Nistico
Chief Executive Officer
Splash Beverage Group, Inc.
1314 E Las Olas Blvd. Suite 221
Fort Lauderdale, Florida 33301
Re:Splash Beverage Group, Inc.
Registration Statement on Form S-3
Filed April 21, 2023
File No. 333-271394
Dear Robert Nistico:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Darrin Ocasio

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October 6, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Splash Beverage Group, Inc.

Registration Statement on Form S-3

Filed September 28, 2021

File No. 333-259865

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration
Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. on October 8, 2021 or as soon
thereafter as is practicable.

    Very
    truly yours,

    SPLASH
    BEVERAGE GROUP, INC.

    By:

    /s/
    Robert
    Nistico

    Robert
    Nistico

    Chief
    Executive Officer

United States securities and exchange commission logo
October 6, 2021
Robert Nistico
Chief Executive Officer
Splash Beverage Group, Inc.
1314 E Las Olas Blvd, Suite 221
Fort Lauderdale, FL 33301
Re:Splash Beverage Group, Inc.
Registration Statement on Form S-3
Filed September 28, 2021
File No. 333-259865
Dear Mr. Nistico:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Darrin Ocasio

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June 8, 2021

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention:	Jeffrey Gordon

    Re:
    Splash Beverage Group, Inc.

    Form S-1 (as amended)

    File No. 333-255091

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Splash Beverage Group, Inc. hereby respectfully requests acceleration of the effectiveness
of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. Eastern Daylight
Time, June 10, 2021, or as soon as practicable thereafter.

Please contact the undersigned
at (954) 496-3656, or Darrin Ocasio of Sichenzia Ross Ference LLP at (212) 398-1493 with any questions. Also, please notify Mr. Ocasio
when this request for acceleration has been granted.

Very truly yours,

Splash Beverage Group, Inc. .

By:
/s/ Dean Huge

Dean Huge

Chief Financial Officer

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June 8, 2021

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey Gordon, Staff Attorney

    Re:
    Splash Beverage Group, Inc.

    Registration Statement on Form S-1 (File No. 333-255091)

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Act”), Kingswood Capital Markets, division of Benchmark
Investments, LLC, as representative of the several underwriters, hereby joins Splash Beverage Group, Inc. in requesting that the Securities
and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333- 255091) (the “Registration
Statement”) to become effective on June 10, 2021, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please
be advised that we will take reasonable steps to secure adequate distribution of the prospectus to underwriters, dealers, institutions
and others prior to the requested effective time of the Registration Statement.

We have been informed by the participating
underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended, to
the extent applicable.

Very truly yours,

Kingswood Capital Markets, Division of Benchmark

Investments, LLC

By:

Name:
Sam Fleischman

Title:
Supervisory Principal

    cc:
    Dean Huge, Chief Financial Officer, Splash Beverage Group, Inc.

    Darrin Ocasio, Esq., Sichenzia Ross Ference LLP

    David R. Crandall, Esq., Hogan Lovells US LLP

United States securities and exchange commission logo
April 15, 2021
Dean Huge
Chief Financial Officer, Treasurer, Secretary
Splash Beverage Group, Inc.
1314 E Las Olas Blvd.
Suite 221
Fort Lauderdale, FL 33301
Re:Splash Beverage Group, Inc.
Form S-1 Filed April 7, 2021
File No. 333-255091
Dear Mr. Huge:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gordon at 202-551-3866 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
June 8, 2020
Dean Huge
Chief Financial Officer
Canfield Medical Supply, Inc.
1314 E. Las Olas Boulevard, Suite 221
Fort Lauderdale, FL 33301
Re:Canfield Medical Supply, Inc.
Preliminary Information Statement on Schedule 14C
Filed May 28, 2020
File No. 000-55114
Dear Mr. Huge:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Darrin Ocasio

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Canfield Medical Supply, Inc.

	1314 E Las Olas Blvd., Suite
#221

	Ft Lauderdale, FL 33301

June
5, 2020

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
DC 20549

Attn:
Jay Ingram, Esq.

Legal
Branch Chief,.

Re:
   Canfield Medical Supply, Inc.

Preliminary
Information Statement on Schedule 14C

Filed
May 28, 2020

File
No. 000-55114

Dear
Mr. Ingram:

Please
find below responses to the comment raised by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its letter of comments dated June 4, 2020, relating to the Preliminary Information Statement on Schedule
14C filed by Canfield Medical Supply, Inc., referenced above.

The
Company’s response to the Staff’s comment is below. For your convenience, the Staff’s comment contained in the
Comment Letter has been restated.

Preliminary
Information Statement on Schedule 14C filed May 28, 2020

General

1.
We note that in connection with entering into your plan of merger with Splash Beverage, you also agreed to transfer to Mr. Michael
West your existing home health services business. Please tell us whether that transaction has occurred. If so, please also provide
us your analysis of whether you were required to obtain shareholder approval for it and file a proxy or information statement.

Response:

The
Company has not transferred its existing home health services business. The Company is still reviewing the transaction and will
decide on a later date if and when such transaction may occur.

Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel, David B. Manno, Esq., of Sichenzia
Ross Ference LLP at (212) 981-6772.

Very
truly yours,

/s/
Dean Huge

Dean Huge

Chief
Financial Officer

United States securities and exchange commission logo
June 4, 2020
Dean Huge
Chief Financial Officer
Canfield Medical Supply, Inc.
1314 E. Las Olas Boulevard, Suite 221
Fort Lauderdale, FL 33301
Re:Canfield Medical Supply, Inc.
Preliminary Information Statement on Schedule 14C
Filed May 28, 2020
File No. 000-55114
Dear Mr. Huge:
            We have limited our review of your filing to the issue addressed in our comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Information Statement on Schedule 14C filed May 28, 2020
General
1.We note that in connection with entering into your plan of merger with Splash Beverage,
you also agreed to transfer to Mr. Michael West your existing home health services
business.  Please tell us whether that transaction has occurred.  If so, please also provide
us your analysis of whether you were required to obtain shareholder approval for it and
file a proxy or information statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameDean Huge
 Comapany NameCanfield Medical Supply, Inc.
 June 4, 2020 Page 2
 FirstName LastName
Dean Huge
Canfield Medical Supply, Inc.
June 4, 2020
Page 2
             Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Darrin Ocasio

Mail Stop 3561

November 21,  2016

Via E -mail
Michael J. West
Chief Executive Officer
Canfield Medical Supply, Inc.
4120 Boardman -Canfield Road
Canfield, OH 44406

Re: Canfield Medical Supply, Inc.
 Preliminary Information Statement on Schedule 14C
Filed April 20, 2016
File No. 000 -55114

Dear Mr. West:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Brigitte Lippmann (for)

 John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Jon D. Sawyer
 Jon D. Sawyer, P.C.

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JON D

      JON D. SAWYER, P.C.

   1775 Sherman Street, Suite 1425, Denver, CO  80203

 720-328-3561

 May 6, 2016

 John Reynolds, Assistant Director

 Office of Beverages, Apparel and Mining

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, Mail Stop 3561

 Washington, DC 20549

 Re:

 Canfield Medical Supply, Inc.

 Preliminary Information Statement on Schedule 14C

 Filed April 20, 2016

 File No. 000-55114

 Dear Mr. Reynolds:

 On behalf of our client, Canfield Medical Supply, Inc. (“Canfield” or the “Company”), we hereby request an extension until July 22, 2016 to respond to the comments in your letter dated April 28, 2016.  As I have discussed with Jonathan Burr in your offices, Canfield expects to file all of its delinquent annual and quarterly reports with the SEC by that date, and we agree that we will not mail the Information Statement until we have received your clearance.

 Thank you for your attention to this matter. Please contact the undersigned if you have any questions or need any additional information.

         Very truly yours,

       JON D. SAWYER, P.C.

       Jon D. Sawyer

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Converted by EDGARwiz

      JON D. SAWYER, P.C.

   1775 Sherman Street, Suite 1425, Denver, CO  80203

 May 4, 2016

 John Reynolds, Assistant Director

 Office of Beverages, Apparel and Mining

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, Mail Stop 3561

 Washington, DC 20549

 Re:

 Canfield Medical Supply, Inc.

 Preliminary Information Statement on Schedule 14C

 Filed April 20, 2016

 File No. 000-55114

 Dear Mr. Reynolds:

 This letter will serve as a response and/or explanation with respect to the comments in your letter dated April 28, 2016 (the "Comment Letter") regarding Canfield Medical Supply, Inc. ("Canfield" or the "Company"). The entire text of the comments contained in your comment letter has been reproduced in this letter for ease of reference. A response to each comment is set forth immediately below the text of the comment.

 General

 1.

 Please advise us as to when you intend to become current with your Securities Exchange Act of 1934 filing obligations.  We note, for example, that you have not filed your annual reports on Form 10-K for the years ended December 31, 2014 and December 31, 2015 and have not filed quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2015, June 30, 2015 and September 30, 2015.  Additionally, we note that you have not filed an Item 5.03 Form 8-K for your name change in March 2015.

 Response

 The auditors have told the Company that they are attempting the finish the audits for 2014 and 2015 by the end of May, 2016 and they hope to finish the delinquent 10-Q’s by early July, 2016.  Based on my experience with auditors I would add 2 – 4 weeks onto these estimates, but we will be doing everything we can to expedite the completion and filing of these reports.

 P (720) 328-3561     ●     F (720) 420-1766     ●     E jsawyer@jsawyerlaw.com

 May 4, 2016

 Page Two

 With respect to the Form 8-K filing to report the name change, we obviously never filed it last year because we didn’t know that someone had accessed the Colorado Secretary of State’s records and fraudulently changed the name.  Based on SEC rules the name change isn’t effective until an Information Statement has been filed with the SEC and mailed to the shareholders and this was never done last year.  On the other hand, as far as the Colorado Secretary of State is concerned, the name was changed and we had to file a name change to change it back.  Under the circumstances the Company has decided to go ahead and file a Form 8-K to report both name changes.

 Attached is the requested written statement from the Company.

 Thank you for your attention to this matter. Please contact the undersigned if you have any questions or need any additional information.

         Very truly yours,

       JON D. SAWYER, P.C.

       Jon D. Sawyer

 Attachment

 CANFIELD MEDICAL SUPPLY, INC.

 4120 Boardman-Canfield Road

 Canfield, Ohio 44406

 (330) 533-1914

 May 4, 2016

 John Reynolds, Assistant Director

 Office of Beverages, Apparel and Mining

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, Mail Stop 3561

 Washington, DC 20549

 Re:

 Canfield Medical Supply, Inc.

 Preliminary Information Statement on Schedule 14C

 File No. 000-55114

 Dear Mr. Reynolds:

 In response to the request in your letter dated April 28, 2016, the undersigned, as President of Canfield Medical Supply, Inc. (the "Company") acknowledges that:

 ·

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 ·

 staff comments or changes to disclosure in response to staff comments 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.

         Sincerely,

       CANFIELD MEDICAL SUPPLY, INC.

        Michael J. West, President

Mail Stop 3561
April 28 , 2016

Via E -mail
Michael J. West
Chief Executive Officer
Canfield Medical Supply, Inc.
4120 Boardman -Canfield Road
Canfield, OH 44406

Re: Canfield Medical Supply, Inc.
 Preliminary Information Statement on Schedule 14C
Filed April 20, 2016
File No. 000-55114

Dear Mr. West :

We have limited our review of your filing to those issues we have addressed in our
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  within ten busine ss days by providing the requested
information or advis e us as soon as p ossible when you will respond.  If you  do not believe ou r
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. Please advise us as to when you intend to become current with  your Securities Exchange
Act of 1934 filing obligations.  We note, for example, that you have not filed your annual
report s on Form 10 -K for the year s ended December 31, 2014 and December 31, 2015
and have not filed quarterly reports on Form 10 -Q for the quarterly periods ended March
31, 2015, June 30, 2015  and September 30 , 2015.   Additionally, we note that you have
not filed an Item 5.03 Form 8 -K for your name change in March 2015.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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.

Michael J. West
Canfield Medical Supply, Inc.
April 28, 2016
Page 2

 In responding to our comments, please provide  a written statement from the com pany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect t o 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.

You may contact Jonathan Burr  at (202) 551 -5833  or David Link  at (202)  551-3356  with
any other questions.

Sincerely,

 /s/ David L ink for

 John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Jon Sawyer
 Jon D. Sawyer, P.C.

April 4, 2014

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

Re: Canfield Medical Supply, Inc.
 Form 8 -K
Filed March 28 , 2014
 File No. 000-55114

Dear Mr. West :

We have comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect  to the company or the filing  and the company may no t 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.  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 Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Steve Lo

Steve Lo
Staff Acc ountant

CORRESP
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CANFIELD MEDICAL SUPPLY, INC.

4120 Boardman-Canfield Road

Canfield, Ohio 44406

(330) 533-1914

April 2, 2014

Steve Lo, Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street

Washington, DC  20549

Re:

Canfield Medical Supply, Inc.

Form 8-K/A

Filed April 2, 2014

File No. 000-55114

Dear Mr. Lo:

With respect to the above-referenced filing, Canfield Medical Supply, Inc. (the “Company”)

respectfully advises the Staff that the Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments 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

Sincerely,

CANFIELD MEDICAL SUPPLY, INC.

By: /s/ Michael J. West

       Michael J. West, President

April 1 , 2014

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

Re: Canfield Medical Supply, Inc.
 Form 8 -K
Filed March 28 , 2014
 File No. 000-55114

Dear Mr. West :

We have reviewed your filing an d 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 within five business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstanc es or do not
believe an amendment is appropriate, please tell us why in your response.

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

Form 8 -K Filed on March 28, 2014

1. We note that while your former accountant, Ronald R. Chadwick, P.C. resigned on
September 24, 2013, you did not file your Form 8 -K report until March 28, 2014. For
future filings, please note Form 8 -K General Instruction B.1.that current reports on Form
8-K should be filed within four business days after the occurrence of the event.

2. Rule 10 -01(d) of Regulation S -X requires interim financial statements filed under cover
of Form 10 -Q to be reviewed by an independent public accountant using applica ble
professional standards and procedures.  Please confirm that the interim financial
statements included in your Form 10 -Q filed on November 13, 2013 were reviewed in
compliance with Rule 10 -01(d) and identify the independent registered public accounting
firm that performed the review.

Michael J. West
Canfield Medical Supply, Inc.
March 28 , 2014
Page 2

 3. Please revise or tell us why you refer to Myskin, Inc. in providing signature from your
President.

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 Exchange Act of
1934 and all applicable Exchange Act rules 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 responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments 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 proce eding initiated
by the Commission or any person under the federal securities laws of the United
States.

Please  contact me at 202 -551-3394  if you have questions regar ding these comments and related
matters.

Sincerely,

 /s/ Steve Lo

Steve Lo
Staff Acc ountant

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CANFIELD MEDICAL SUPPLY, INC.

4120 Boardman-Canfield Road

Canfield, Ohio 44406

(330) 533-1914

February 8, 2013

John Reynolds, Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street

Washington, DC  20549

Re:

Canfield Medical Supply, Inc.

Registration Statement on Form S-1

File No. 333-182639

Dear Mr. Reynolds:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned, as President of Canfield Medical Supply, (the "Company"), respectfully requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 2:00 p.m., Eastern Time, on Tuesday, February 12, 2013, or as soon thereafter as is practicable.

In connection with this request, the Company acknowledges 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 or the 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.

Sincerely,

CANFIELD MEDICAL SUPPLY, INC.

Michael J. West, President

CORRESP
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600 17th Street, Suite 2700, Denver, Colorado 80202

Main:  (720) 889-2211   Fax:  (720) 889-2222

February 4, 2013

John Reynolds, Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street

Washington, DC  20549

Re:

Canfield Medical Supply, Inc.

Amendment No. 5 to Registration Statement on Form S-1

Filed January 24, 2013

File No. 333-182639

Dear Mr. Reynolds:

This letter will serve as a response and/or explanation with respect to the comments in your letter dated February 1, 2013 (the "Comment Letter") regarding Canfield Medical Supply, Inc. ("Canfield" or the "Company").  The entire text of the comments contained in your comment letter has been reproduced in this letter for ease of reference.  A response to each comment is set forth immediately below the text of the comment.

Form S-1/A, filed January 24, 2013

Executive Compensation

Summary Compensation, page 30

1.

Please revise the first paragraph to clarify that the disclosure addresses all compensation awarded to, earned by, or paid to the named executive officers.

We have made the requested revision in the first paragraph under Summary Compensation on page 30.

2.

We note your revised disclosure in response to comment 2 of our letter dated January 17, 2013.  Specifically, we note that the Summary Compensation Table indicates that Mr. Michael West earned a $33,000 salary in 2012.  Please revise to reconcile this compensation amount with your statement following the Summary Compensation Table that you “currently pay [y]our President a salary of $1,000 per week and we intend to continue this during the next twelve months.”

We have changed the sentence regarding the President’s salary to state that he is making $3,000 per month.

John Reynolds, Assistant Director

Division of Corporation Finance

February 4, 2013

Page 2

Pursuant to my telephone conversation with Erin Wilson, we have attached page 30 of the Prospectus with the changes marked to show the two changes made in response to the Staff’s comments.  We would like to request that you consider allowing us to include these changes in the Rule 424(b) Prospectus instead of filing another amendment to the registration statement.

* * * * *

Thank you for your attention to this matter.  Please contact the undersigned if you have any questions or need any additional information.

Sincerely,

JIN, SCHAUER & SAAD LLC

By

      Jon D. Sawyer

ATTACHMENT

February 1, 2013

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. 5 to Registration Statement on Form S-1
Filed January 24, 2013
  File No. 333-182639

Dear Mr. West :

We have reviewed your amended 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.

Form S -1/A, filed Janu ary 24, 2013

Executive Compensation

Summary Compensation, page 30

1. Please revise the first paragraph to clarify that the disclosure  addresses all compensation
awarded to, earned by, or paid to the named executive officers.

2. We note your revised disc losure in response to comment 2 of our letter dated January 17,
2013.  Specifically, we note that the Summary Compensation Table indicates that Mr.
Michael West earned a $33,000 salary in 2012.  Please revise to reconcile this
compensation amount with your  statement following the Summary Compensation Table
that you “currently pay [y]our President a salary of $1,000 per week and we intend to
continue this during the next twelve months.”

Michael J. West
Canfield Medical Supply, Inc.
February 1, 2013
Page 2

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 for the accuracy
and adequacy of the disclosures they have made.

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
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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 acc uracy 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 of 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 revi ew 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 mat ters.  Please
contact Erin Wilson  at (202) 551 -6047  or David Link at (202) 551 -3356 with any other
questions.

Sincerely,

 /s/ David Link for

John Reynolds
Assistant Director

January 17, 2013

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. 4  to Registration Statement on Form S-1
Filed January 11, 2013
  File No. 333-182639

Dear Mr. West :

We have reviewed your amended 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 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.

Form S -1/A, filed January 1 1, 2013
Use of Proceeds, page  22

1. We note that the company indicates that it will use $60,000 for working capital if the
maximum offering of $300,000 is raised.  P lease revise to provide a more detailed
discussion of the working capital  expenses  and the anticipated amounts for each noted
use for the $60,000.

Executive Compensation

Summary Compensation, page 30

2. Please update the disclosure to provide the compensatio n for the fiscal year ended
December 31, 2012.

Michael J. West
Canfield Medical Supply, Inc.
January 17, 2013
Page 2

Organization and Operations

Payors, page 37

3. We reviewed your response to our prior comment 4.   Your response did not address our
comment in its entirety, thus the comment will be partially reissued.   We note the aging
of your self -pay receivables continues to deteriorate, with over 50% greater than 90 days
(31% greater than 1 year old) at September 30, 2012.   Please revise to clarify your
payment terms of such receivables, when you consider such receivables to be delinquent
and what criteria you use to determine such receivables are still collectible  (i.e. no
allowance necessary).

4. We reviewed your response to our prior comment 4.   Please revise your disclosure here to
reconcile your statement that Medicare claims are paid within 30 – 45 days of submission
with the fact that approximately 23% of you r Medicare claims, not subject to appeal,
have aged over 61 days at September 30, 2012.   The actual results do not appear
consistent with your payment times as disclosed.

5. We reviewed your response to our prior comment 4.   Please revise your disclosure h ere to
reconcile your statement that Medicaid claims are paid within 14 days of submission with
the fact that approximately 30% of your Medicaid claims have aged over 30 days.   The
actual results do not appear consistent with your payment times as disclose d.

6. We reviewed your response to our prior comment 4.   Please tell us, by payor, how much
of the $9,665 in receivables, not subject to Medicare appeal, has been collected as of
December 31, 2012.

Financial Statements

Notes to Financial Statements

Note 5 – Restatement, page F -10

7. We reviewed your response to our prior comment 5, your response did not address our
comment in its entirety, thus the comment will be partially reissued.   Please clarify for us
how the adjustments were determined  for each period presented, specifically adjustments
to revenue, receivables and retained deficit.   For example, it appears you were
recognizing revenue on a cash basis.   As a result revenue was recorded when cash was
received.   Your restated financial sta tements for the year ended December 31, 2010
include an increase to receivables of $22,984 and increase to retained earnings of $23,057
and a decrease to revenue of $73.   It is not clear to us how you determined such
amounts.   Please advise.

Michael J. West
Canfield Medical Supply, Inc.
January 17, 2013
Page 3

 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 managem ent 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.

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
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from tak ing 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 of  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 o f 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 Erin Wilson  at (202) 551 -6047  or David Link at (202) 551 -3356 with any other
questions.

Sincerely,

 /s/ David Link for

John Reynolds
Assistant Director

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600 17th Street, Suite 2700, Denver, Colorado 80202

Main:  (720) 889-2211   Fax:  (720) 889-2222

January 24, 2013

John Reynolds, Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street

Washington, DC  20549

Re:

Canfield Medical Supply, Inc.

Amendment No. 5 to Registration Statement on Form S-1

Filed January 24, 2013

File No. 333-182639

Dear Mr. Reynolds:

This letter will serve as a response and/or explanation with respect to the comments in your letter dated January 17, 2013 (the "Comment Letter") regarding Canfield Medical Supply, Inc. ("Canfield" or the "Company").  The entire text of the comments contained in your comment letter has been reproduced in this letter for ease of reference.  A response to each comment is set forth immediately below the text of the comment.

Form S-1/A, filed January 11, 2013

Use of Proceeds, page 22

1.

We note that the company indicates that it will use $60,000 for working capital if the maximum offering of $300,000 is raised.  Please revise to provide a more detailed discussion of the working capital expenses and the anticipated amounts for each noted use for the $60,000.

We have revised the information in the table and footnotes to the table in response to this comment.

Executive Compensation

Summary Compensation, page 30

2.

Please update the disclosure to provide the compensation for the fiscal year ended December 31, 2012.

We have updated the compensation table so that it covers 2011 and 2012.

Organization and Operations

Payors, page 37

3.

We reviewed your response to our prior comment 4.  Your response did not address our comment in its entirety, thus the comment will be partially reissued.  We note the aging of your self-pay receivables continues to deteriorate, with over 50% greater than 90 days (31% greater than 1 year old) at September 30, 2012.  Please revise to clarify your payment terms of such receivables, when you consider such receivables to be delinquent and what criteria you use to determine such receivables are still collectible (i.e. no allowance necessary).

We have added a new paragraph on page 38 regarding the self-pay receivables which should address this comment.  We would like to respectfully point out to the staff that we are talking about a small company where the total amount of self-pay receivables as of September 30, 2012 is $1,999 or .8% of the total sales for the nine months ended September 30, 2012.   This may represent a large percentage increase from a prior period, but when you have numbers so low, percentage comparisons become much less meaningful.

4.

We reviewed your response to our prior comment 4.  Please revise your disclosure here to reconcile your statement that Medicare claims are paid within 30 – 45 days of submission with the fact that approximately 23% of your Medicare claims, not subject to appeal, have aged over 61 days at September 30, 2012.  The actual results do not appear consistent with your payment times as disclosed.

We have deleted the statement regarding the 30 – 45 days and added a paragraph which goes into more detail about the length of time it takes for Medicare claims to get paid.

5.

We reviewed your response to our prior comment 4.  Please revise your disclosure here to reconcile your statement that Medicaid claims are paid within 14 days of submission with the fact that approximately 30% of your Medicaid claims have aged over 30 days.  The actual results do not appear consistent with your payment times as disclosed.

We have deleted the statement regarding the 14 day time frame and added a paragraph which goes into more detail about the length of time it takes for Medicaid claims to get paid.

6.

We reviewed your response to our prior comment 4.  Please tell us, by payor, how much of the $9,665 in receivables, not subject to Medicare appeal, has been collected as of December 31, 2012.

The correct receivables amount not subject to Medicare appeal on September 30, 2012 should be $17,488 ($23,491 - $6,003) and not $9,665.  The amount of this total collected by December 31, 2012 is as follows:

Receivables not on appeal with

Medicare as of September 30,

2012 which were collected by

December 31, 2012

 Balance of receivables not

on appeal with Medicare

remaining unpaid

Medicare

 $  5,876

 Balance 12/31/12

 $  90

Medicaid

 $  3,664

 Balance 12/31/12

 $    0

Managed Care/Other

 $  5,662

 Balance 12/31/12

 $197

Self Pay

 $  1,452

 Balance 12/31/12

 $547

Total

 $16,654

 $834

Payment on Medicare receivables at Appeal with Medicare on 09/30/12 as follows:

Medicare Appeals

 $6,003

Payments Received

 $   580

Balance 12/31/12

 $5,423

*Please note – Additional payment of $521 received on 01/14/2013 leaving a current balance of $4,902.

Financial Statements

Notes to Financial Statements

Note 5 –  Restatement, page F-10

7.

We reviewed your response to our prior comment 5, your response did not address our comment in its entirety, thus the comment will be partially reissued.  Please clarify for us how the adjustments were determined for each period presented, specifically adjustments to revenue, receivables and retained deficit.  For example, it appears you were recognizing revenue on a cash basis.  As a result revenue was recorded when cash was received.  Your restated financial statements for the year ended December 31, 2010 include an increase to receivables of $22,984 and increase to retained earnings of $23,057 and a decrease to revenue of $73.  It is not clear to us how you determined such amounts.  Please advise.

Explanation of entry amounts are given below each entry:

2010

 Debit

 Credit

Accounts receivable

 $22,984

Retained earnings

 $23,057

Sales

 $        73

[Accounts receivable of $23,057 at 12/31/09 was added to pre-restated retained earnings of $(113,196) to arrive at restated retained earnings at 12/31/09 of $(90,139). At 12/31/10 $22,984 was added to pre-restated $9 in accounts receivable to arrive at restated accounts receivable of $22,993. At 12/31/10 the decreased difference between accounts receivable change at 12/31/09 and 12/31/10 ($23,057 – $22,984 = 73) was deducted from pre-restated sales of $332,507 to arrive at restated sales of $332,434.]

2011

 Debit

 Credit

Accounts receivable

 $6,300

Sales

 $6,300

[At 12/31/11 the decreased difference between accounts receivable at 12/31/10 and 12/31/11 ($22,984 – $16,684 = $6,300) was deducted from pre-restated sales of $290,128 to arrive at restated sales of $283,828.]

June 2012

 Debit

 Credit

Accounts receivable

 $991

Sales

 $991

[At 6/30/12 the increased difference between accounts receivable at 12/31/11 and 6/30/12 ($16,684 – $17,765 = $1,081 – 90 recorded = $991) was added to pre-restated sales of $154,483 to arrive at restated sales of $155,474.]

* * * * *

Thank you for your attention to this matter.  Please contact the undersigned if you have any questions or need any additional information.

Sincerely,

JIN, SCHAUER & SAAD LLC

By

      Jon D. Sawyer

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600 17th Street, Suite 2700, Denver, Colorado 80202

Main:  (720) 889-2211   Fax:  (720) 889-2222

January 11, 2013

John Reynolds, Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street

Washington, DC  20549

Re:

Canfield Medical Supply, Inc.

Amendment No. 4 to Registration Statement on Form S-1

Filed January 11, 2013

File No. 333-182639

Dear Mr. Reynolds:

This letter will serve as a response and/or explanation with respect to the comments in your letter dated January 3, 2013 (the "Comment Letter") regarding Canfield Medical Supply, Inc. ("Canfield" or the "Company").  The entire text of the comments contained in your comment letter has been reproduced in this letter for ease of reference.  A response to each comment is set forth immediately below the text of the comment.

Form S-1/A, filed December 21, 2012

Selling Shareholders, page 25

1.

Please revise to disclose the natural person with voting and investment power for Underwood Family Partners and Kearney Holdings LLC.

We have added the requested information in footnotes 5 and 6 of the table.

Management’s  Discussion  and  Analysis  of  Financial  Condition  and  Results  of  Operations,  page

51

2.

We note your revised disclosure in response to comment 1 of our letter, dated November 21, 2012.  Please revise to clarify that cost of goods sold and general and administrative expenses are key variables in evaluating your financial condition.

We have revised the disclosure on page 53 to make it more clear that cost of goods sold and general and administrative expenses are key variables in evaluating the Company’s financial condition.

John Reynolds, Assistant Director

Division of Corporation Finance

January 11, 2013

Page 2

Strategy

Increase profitable revenue and market share, page 54

3.

We note your response to comment 3 that “it is management’s opinion, based on past experience, that we could conservatively generate approximately $25,000 in additional revenue in the first 12 months after we start selling” and “it is management’s opinion, based on discussions with the webstore designers and sales representative, that we could generate approximately $25,000 in revenues in the first 12 months of operation.”  It does not appear to us that the company has a reasonable basis to assert that there will be $25,000 in additional sales after the company starts selling when there is no assurance that the company will win any bids in the additional Ohio markets.  Additionally, it does not appear to us that the company has a reasonable basis to assert that the webstore will generate $25,000 in revenues.  We also do not understand your argument that having no local competitors offering a similar retail webstore would lead to the webstore having $25,000 in sales.  Finally, the amounts noted for the cost of the webstore do not correspond to the amounts you indicate in your use of proceeds section to be spent on the webstore.  Please revise your disclosures as appropriate.

We have made several revisions in the specified section on page 54 in response to this comment.  We have also made several revisions on pages 61 and 62 regarding the cost of the webstore.  We realize that the amounts we reference ($6,720 and $10,000) total $780 less than the amount in the Use of Proceeds table, but we felt that it was appropriate to  round the numbers up to $7,500 and $17,500 in the table.

Notes to Financial Statements

Note 1 –  Organization, Operations and Summary of Significant Accounting Policies

Accounts Receivable, page F-7

4.

We note your disclosure that you have not recorded an allowance for doubtful accounts in any of the periods presented.  Based on your aging of receivables at September 30, 2012 as disclosed on page 59, please address the following:

•

We note your disclosure on page 39 that Medicare claims are paid within 30 – 45 days of submission.  Please tell us how you believe the Medicare receivables aged above 45 days, not subject to appeal, are considered fully collectible (i.e. no allowance necessary).

•

We note your disclosure on page 39 that Medicaid claims are paid within 14 days of submission.  Please tell us how you believe the Medicaid receivables aged above 30 days are considered fully collectible (i.e. no allowance necessary).

•

We note the aging of your self-pay receivables continues to deteriorate, with over 50% greater than 90 days (31% greater than 1 year old).  Please revise to clarify your payment terms of such receivables, when you consider such receivables to be delinquent and what

John Reynolds, Assistant Director

Division of Corporation Finance

January 11, 2013

Page 3

criteria you use to determine such receivables are still collectible (i.e. no allowance necessary).

The Company has disclosed in Footnote 1 under “Accounts Receivable” that it reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. All receivables on the books at December 31, 2010 and 2011 were subsequently collected. The Company is unaware of any specific accounting guidance requiring it to set an accounts receivable allowance date of 30 or 45 days. Due to paperwork volume medical receivable collection especially on Medicare and Medicaid can sometimes take longer. Of the accounts receivable at September 30, 2012, $4,336 was over 180 days. This amount is not material, and certainly none in self-pay where amounts consist of a few hundred dollars. The Company to date has no material collection history problems which would merit, after review, the establishment of an allowance for doubtful accounts at any of the balance sheet dates.

Note 5 –  Restatement, page F-10

5.

We note your revised disclosures in response to our prior comment 6.  Please address the following:

•

Please revise to expand your disclosure to explain the cumulative effect of the change on retained earnings as of December 31, 2009 as required by FASB ASC 250-10-50-7.

•

Please clarify for us how the adjustments were determined for each period presented, specifically adjustments to revenue, receivables and retained deficit.

See disclosure added to footnote 5.   The Company’s periodic adjustments are shown below:

2010

 Debit

 Credit

Accounts receivable

 $22,984

Retained earnings

 $23,057

Sales

 $        73

2011

Accounts receivable

 $  6,300

Sales

 $   6,300

September 2012

Accounts receivable

 $      991

Sales

 $    991

John Reynolds, Assistant Director

Division of Corporation Finance

January 11, 2013

Page 4

The sales entries result from the periodic difference in accounts receivable.

* * * * *

Thank you for your attention to this matter.  Please contact the undersigned if you have any questions or need any additional information.

Sincerely,

JIN, SCHAUER & SAAD LLC

By

      Jon D. Sawyer

January 3, 201 3

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. 3 to Registration Statement on Form S-1
Filed December 19, 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
request ed 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 informatio n you
provide in response to these  comments, we may have  additional comments.

Form S -1/A, filed December 21, 2012

Selling Shareholders, page 25

1. Please revise to disclose the natural person with voting and investment power for
Underwood Family Partners and Kearney Holdings LLC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
51

2. We note your revised disclosure in response to comment 1 of our letter, dated November
21, 2012.  Please revise to clarify that cost of goods sold and general and administrative
expenses are key variables in evaluating your financial condition.

Michael J. West
Canfield Medical Supply, Inc.
January 3, 201 3
Page 2

 Strategy

Increase profitable revenue and market share, page 54

3. We note your response  to comment  3 that “it is management ’s opinion, based on past
experience, that we could conser vatively generate approximately $25,000 in additional
revenue in the first 12 months after we start selling ” and “it is management ’s opinion,
based on discussions with the webstore designers and sales representative, that we coul d
generate approximately $25,0 00 in revenues in the first 12 months of operation. ”  It does
not appear to us that the company  has a reasonable basis to assert  that there will be
$25,000 in  additional  sales after the company starts selling when there is no assurance
that the company  will win any bids in the additional Ohio markets.  Additionally, it does
not appear to us that the company has a reasonable ba sis to assert  that the webstore will
generate $25,000 in revenues.  We also do not understand your argument  that having no
local competitors offering a similar retail webstore would lead to the webstore  having
$25,000 in s ales.  Finally, the amounts noted for the cost of the webstore do  not
correspond to the amount s you indicate in your use of proceeds  section to be spent on the
webstore.  Please revise your disclosures as appropriate.

Notes to Financial Statements

Note 1 – Organization, Operations and Summary of Significant Accounting Policies

Accounts Receivable, page F -7

4. We note yo ur disclosure that you have not recorded an allowance for doubtful accounts in
any of the periods presented.   Based on your aging of receivables at September 30, 2012
as disclosed on page 59, please address the following:
 We note your disclosure on page 39  that Medicare claims are paid within 30 – 45
days of submission.   Please tell us how you believe the Medicare receivables aged
above 45 days, not subject to appeal, are considered fully collectible (i.e. no
allowance necessary).
 We note your disclosure on  page 39 that Medicaid claims are paid within 14 days
of submission.   Please tell us how you believe the Medicaid receivables aged
above 30 days are considered fully collectible (i.e. no allowance necessary).
 We note the aging of your self -pay receivables continues to deteriorate, with over
50% greater than 90 days (31% greater than 1 year old).   Please revise to clarify
your payment terms of such receivables, when you consider such receivables to
be delinquent and what criteria you use to determine such re ceivables are still
collectible (i.e. no allowance necessary).

Michael J. West
Canfield Medical Supply, Inc.
January 3, 201 3
Page 3

 Note 5 – Restatement, page F -10

5. We note your revised disclosures in response to our prior comment 6.   Please address the
following:
 Please revise to expand your disclosure to explain the cumulative effect of the change
on retained earnings as of December 31, 2009 as required by FASB ASC 250 -10-50-
7.
 Please clarify for us how the adjustments were determined for each period presented,
specifically adjustments to revenue, receivables and reta ined deficit.

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 t he 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.

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
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclo se 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 a dequacy 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 of 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 t ime for us to review any amendment prior to the requested effective date of the
registration statement.

Michael J. West
Canfield Medical Supply, Inc.
January 3, 201 3
Page 4

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 statemen ts and related matters.  Please
contact Erin Wilson  at (202) 551 -6047  or David Link at (202) 551 -3356 with any other
questions.

Sincerely,

 /s/ David Link for

John Reynolds
Assistant Director

CORRESP
1
filename1.htm

Converted by EDGARwiz

600 17th Street, Suite 2700, Denver, Colorado 80202

Main:  (720) 889-2211   Fax:  (720) 889-2222

December 19, 2012

John Reynolds, Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street

Washington, DC  20549

Re:

Canfield Medical Supply, Inc.

Amendment No. 3 to Registration Statement on Form S-1

Filed December 19, 2012

File No. 333-182639

Dear Mr. Reynolds:

This letter will serve as a response and/or explanation with respect to the comments in your letter dated November 21, 2012 (the "Comment Letter") regarding Canfield Medical Supply, Inc. ("Canfield" or the "Company").  The entire text of the comments contained in your comment letter has been reproduced in this letter for ease of reference.  A response to each comment is set forth immediately below the text of the comment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page

51

1.

We note your revisions in response to comments 12 and 13 from our letter dated October 16, 2012, and we reissue the comment, in part.  Please expand your MD&A to add 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 operating performance.  For example, if management considers cost control as a measure of your overall performance, you should identify this figure an indicator of your performance and discuss changes in costs over the periods covered by the MD&A.

We have added Paragraph 3 on pages 54 and 55 (of marked copy) under the Key Factors expected to Impact our Business in the Future which discusses Costs and Expenses and includes a table showing the primary costs and expenses as a percent of net sales for the periods covered in the MD&A.  We have also added additional information under Paragraphs 1 and 2 in the same section.  In the information added in Paragraph 1 are references to a report published by National Government Services (the Region B Medicare Provider) in their magazine and a report from the Office of Inspector General.  Copies of the relevant pages regarding these two items are included as supplemental information.

John Reynolds, Assistant Director

December 19, 2012

Page 2

Liquidity and Capital Resources, page 55

2.

In order to provide an investor with a better understanding of the composition of your accounts receivable balance, please revise to:

•

Disclose in a comparative tabular format, the payor mix concentrations and related aging of accounts receivable.  The aging schedule may be based on management’s own reporting criteria (i.e. unbilled, less than 30 days, 30 to 60 days etc.) or some other reasonable presentation.  At a minimum, the disclosure should indicate the past due amounts and a breakdown by payor classification (i.e. Medicare, Medicaid, Managed care and other, and Self-pay).  We would expect Self-pay to be separately classified from any other grouping.  If your billing system does not have the capacity to provide an aging schedule of your receivables, disclose that fact and clarify how this affects your ability to estimate your allowance for bad debts.

•

If you have amounts that are pending approval from third party payors (i.e. Medicaid Pending), please disclose the balances of such amounts, where they have been classified in your aging buckets, and what payor classification they have been grouped with.  If amounts are classified outside of self-pay, tell us why this classification is appropriate, and disclose the historical percentage of amounts that get reclassified into self-pay.

We have added the table requested showing accounts receivable by payor and aging category and we have added information related to claims that are on appeal with Medicare.  This is on pages 60 – 61.

Strategy, page 52

3.

We note your statements that “[w]e could generate up to approximately $25,000 in additional revenue in the first 12 months after we start selling …” and “[w]e expect that this webstore could generate approximately $25,000 in revenues in the first 12 months of operation ….” The basis for factual assertions and for the company's or management's belief in certain quantitative or qualitative statements must be clear from the text of the prospectus or provided supplementally to us.  Revise your disclosure to address our concerns or advise us supplementally as necessary.

We have made the requested revisions.  These should be on pages 55 -56.

4.

We note your statement that “while we are attempting to increase the percentage of revenues from private insurers and others, we are continuing to increase our Medicare sales as evidenced by the fact that we have submitted bids in four new Ohio markets ….” Please revise your disclosure to clarify that submitting bids in four new Ohio markets will not necessarily increase your Medicare sales if your bids are not successful.

We have made the requested revisions.

John Reynolds, Assistant Director

December 19, 2012

Page 3

Financial Statements

General

5.

Please amend your filing to update your financial information as required by Rule 8-08 of Regulation S-X and provide a current consent for any amendment over 30 days.

The financials have been updated through September 30, 2012 and a new consent is included.

6.

We note that you have restated your financial statements for all periods presented in the filing.  Please amend to (i) prominently label your financial statements as restated and (ii) provide disclosures required by FASB ASC 250-10-50.

Please see the revisions to the financial statement headings, opinion letter and footnote 5 which address restatement disclosure requirements.

Report of Independent Registered Public Accounting Firm, page F-2

7.

Please obtain and file an updated audit report from your independent accountant that provides an explanatory paragraph related to your restatement.  Refer to paragraph 9 of PCAOB Auditing Standard No. 6.

We have included an updated audit report with a paragraph related to the restatement.

8.

In connection with the comment above, please advise your independent accountant to clarify for us why their opinion was not dual dated or re-dated as a result of the restatement of your financial statements.  Refer to AU 530.

The audit report has been re-dated.

Statements of Operations, page F-5

9.

We note your disclosure on page 61, stating that consulting revenue of $100,000 recorded in 2010 was not related to your business nor performed on behalf of your business.  Such services were independently performed by your CEO and CFO as officers of another entity.  Please provide us with your basis for recognizing this amount as your revenue.  In your response provide us with an analysis of the authoritative literature you used to support your position.

We have clarified the disclosure relating to this issue in the section entitled Certain Relationships and Related Transactions on page 65.  We have deleted the language which stated that the services were not performed on behalf of the  Company and were not related to its business.  When our attorney drafted this language he didn’t realize that management had previously provided consulting services in the healthcare industry through the Company on several occasions. We

John Reynolds, Assistant Director

December 19, 2012

Page 4

added to the disclosure that they determined to have the consulting fees paid to the Company because at the time it was an S Corp wholly-owned by Michael West and ever since the Company was founded in 1992 he has periodically provided consulting services in the healthcare industry, and when he did, he treated the consulting fees as revenue of the Company.  Providing consulting services in the healthcare industry is not a part of the Company’s business plan, but the Company’s President has many relationships in the industry and if he is asked to provide consulting services which would not interfere with his normal duties, he may elect to perform such services and any payments for such services would be paid to the Company.

While the Company has no specific literature citations to provide, the Company believes that as a common practice it has reasonable flexibility to include business transactions in which it has participated in a consulting capacity or otherwise, in its financial reporting as a corporation.  The $100,000 was paid in cash and the Company reported the $100,000 in revenue on its Federal corporate tax return for 2010.

Revenue Recognition, page F-7

10.

We note your revisions in response to comment 20.  Please further expand your accounting policy to clarify how you recognize revenue from the rental of durable home medical equipment.

The requested disclosure was added to Footnote 1.

Exhibit Index

11.

Please revise your exhibit index to reflect only the current version of your legality opinion.

We made this change.

Legality Opinion

12.

We note that counsel has not undertaken and does not intend to undertake any independent investigation beyond the listed documents and records or to verify the adequacy of such documents.  Please note that counsel must examine those documents which are necessary to the formulation of its opinion and may not assume the conclusion that certain documents are adequate in the formulation of that opinion.  Please have counsel revise the legality opinion to remove the limitation on the documents examined and the assumption about the adequacy of those documents.

We removed the language as requested.

* * * * *

John Reynolds, Assistant Director

December 19, 2012

Page 5

Thank you for your attention to this matter.  Please contact the undersigned if you have any questions or need any additional information.

Sincerely,

JIN, SCHAUER & SAAD LLC

By

      Jon D. Sawyer

Canfield Medical Supply, Inc.

Amendment No. 3 to Registration Statement on Form S-1

Filed December 19, 2012

SUPPLEMENTAL INFORMATION

Jurisdiction B - National Government Services Connection Magazine

HME News - November 21, 2012

November  21, 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. 2 to Registration Statement on Form S-1
Filed November 9 , 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 believe an amen dment 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.

Management’s Discussion and Analy sis of Financial Condition an d Results of Operations, page
51
1. We note your revisions in response to comments 12 and 13 from our letter dated October
16, 2012, and we reissue the comment, in part.  Please expand your MD&A to add a
discussion of the key vari ables and other qualitative and quantitative factors on which the
company's executives focus in evaluating your financial condition and operating
performance.   For example, if management considers cost control as a measure of your
overall performance, you should identify this figure an indicator of your performance and
discuss changes in costs over the periods covered by the MD&A.

Michael J. West
Canfield Medical Supply, Inc.
November 21, 2012
Page 2

 Liquidity and Capital Resources, page 55

2. In order to provide an investor with a better understanding of the composition of your
accounts receivable balance, please revise to:

 Disclose in a comparative tabular format, the payor  mix concentrations and related
aging of accounts receivable.   The aging schedule may be based on management’s
own reporting criteria (i.e. unbilled, less than 30 days, 30 to 60 days etc.) or some
other reasonable presentation.   At a minimum, the disclosur e should indicate the past
due amounts and a breakdown by payor classification (i.e. Medicare, Medicaid,
Managed care and other, and Self -pay).   We would expect Self -pay to be separately
classified from any other grouping.   If your billing system does not have the capacity
to provide an aging schedule of your receivables, disclose that fact and clarify how
this affects your ability to estimate your allowance for bad debts.

 If you have amounts that are pending approval from third party payors (i.e. Medicaid
Pending), please disclose the balances of such amounts, where they have been
classified in your aging buckets, and what payor classification they have been
grouped with.   If amounts are classified outside of self -pay, tell us why this
classification is ap propriate, and disclose the historical percentage of amounts that get
reclassified into self -pay.

Strategy, page 52

3. We note your statements that “[w]e could generate up to approximately $25,000 in
additional revenue in the first 12 months after we star t selling …”  and “[w]e expect that
this webstore could generate approximately $25,000 in revenues in the first 12 months of
operation  ….”  The basis for factual assertions and for the company's or management's
belief in certain quantitative or qualitative statements must be clear from the text of the
prospectus  or provided supplementally to us .  Revise your disclosure to address our
concerns  or advise us supplementally as necessary.

4. We note your statement that “ while we are attempting to increase the perce ntage of
revenues from private insurers and others, we are continuing to increase our Medicare
sales as evidenced by the fact that we have submitted bits in four new Ohio markets ….”
Please revise your disclosure to clarify that submitting bids in four ne w Ohio markets will
not necessarily increase your Medicare sales if your bids are not successful.

Financial Statements

General

5. Please amend your filing to update your financial information as required by Rule 8 -08 of
Regulation S -X and provide a current  consent for any amendment over 30 days.

Michael J. West
Canfield Medical Supply, Inc.
November 21, 2012
Page 3

6. We note that you have restated your financial statements for all periods presented in the
filing.   Please amend to (i) prominently label your financial statements as restated and (ii)
provide disclosures required  by FASB ASC 250 -10-50.

Report of Independent Registered Public Accounting Firm, page F -2

7. Please obtain and file an updated audit report from your independent accountant that
provides an explanatory paragraph related to your restatement.   Refer to paragraph 9 of
PCAOB Auditing Standard No. 6.

8. In connection with the comment above, please advi se your independent accountant to
clarify for us why their opinion was not dual dated or re -dated as a result of the
restatement of your financial statements.   Refer to AU 530.

Statements of Operations, page F -5

9. We note your disclosure on page 61, stat ing that consulting revenue of $100,000 recorded
in 2010 was not related to your business nor performed on behalf of your business.   Such
services were independently performed by your CEO and CFO as officers of another
entity.   Please provide us with your basis for recognizing this amount as your revenue.   In
your response provide us with an analysis of the authoritative literature you used to
support your position.

Revenue Recognition, page F -7

10. We note your revisions in response to comment 20.   Please further expand your
accounting policy to clarify how you recognize revenue from the rental of durable home
medical equipment.

Exhibit Index

11. Please revise your exhibit index to reflect only the current version of your legality
opinion.

Legality Opinion

12. We note that counsel has not undertaken and does not intend to undertake any
independent investigation beyond the listed documents and records  or to verify the
adequacy of such documents .  Please note that counsel must examine those documents
which are necessary to the formulation of its opinion and may not assume the conclusion
that certain documents are adequate in the formulation of that opinion.  Please have
counsel revise the legalit y opinion to remove the limitation on the documents examined
and the assumption about the adequacy of those documents.

Michael J. West
Canfield Medical Supply, Inc.
November 21, 2012
Page 4

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing i ncludes 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 for the accuracy
and adequacy of the disclosures they have made.

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
acknowledging that:

 should the Commis sion 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 autho rity, 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 of 1933 and the Securities Exchange Act of 1934 as they relate to the propos ed
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 David Link at (202) 551 -3356 with any other questions.

Sincerely,

 /s/ David Link for

John  Reynolds
Assistant Director

CORRESP
1
filename1.htm

Converted by EDGARwiz

600 17th Street, Suite 2700, Denver, Colorado 80202

Main:  (720) 889-2211   Fax:  (720) 889-2222

November 9, 2012

John Reynolds, Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street

Washington, DC  20549

Re:

Canfield Medical Supply, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed October 2, 2012

File No. 333-182639

Dear Mr. Reynolds:

This letter will serve as a response and/or explanation with respect to the comments in your letter dated October 16, 2012 (the "Comment Letter") regarding Canfield Medical Supply, Inc. ("Canfield" or the "Company").  The entire text of the comments contained in your comment letter has been reproduced in this letter for ease of reference.  A response to each comment is set forth immediately below the text of the comment.

General

1.

Please supplementally 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 the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.

The Company will not be providing any written materials to anyone in reliance on Section 5(d), and no research reports about the Company have been published or distributed in reliance on Section 2(a)(3) and there are no broker dealers who will participate in the offering.

Prospectus Cover Page

2.

Please revise your table to reflect the proceeds to the selling shareholders under the minimum and maximum offering scenarios.

We have not added anything to the table because there are no minimum or maximum offering scenarios for selling shareholders.  They can’t sell anything until after the direct offering by the Company is completed and the remaining shares are deregistered.  At that point they would sell whatever they decide to sell.  The proceeds they would receive are indeterminate once the stock starts trading, and it doesn’t matter whether the Company raises the minimum or maximum.

Risk Factors, page 7

“Because we are small, we 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 opportunity to increase your business more significantly should you win several bids.

We have removed the mitigating information.

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.

We have added the amounts the Company anticipates spending for legal and accounting in footnote 6.

Plan of Distribution, page 26

5.

Please revise your disclosure to clarify that the selling shareholders will not sell their shares until after the company’s offering is completed and the unsold shares have been deregistered.

We have added the requested sentence under Plan of Distribution.

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.

We have added the summaries of the Medicare and Medicaid agreements under the heading “Our competitive Strength” on page 35.

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 are 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.

We have added a couple of sentences in this paragraph addressing your comment.  We have modified the sentence on page 17.

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.

We have added the accounts receivable to the financial statements.

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.

The rates we quoted do take into account the rental program.  We added a short paragraph under “Receivables Management” to explain that we bill monthly for patients who rent power chairs.

Marketing, page 37

10.

We note your response to comment 37 in our letter dated 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 assisted 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.

We do not need any additional level of accreditation and we added a sentence to this effect near the end of the section entitled “Our Business Strategy.”

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 contract 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.

We have added two paragraphs in this section which should address the points raised in this comment.

Management’s  Discussion and Analysis of Financial Condition and 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 have 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 operating 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 discussion should be retrospective as well prospective.  Please refer to SEC Release No. 33-8350 (2003) for guidance.

We have added a new section entitled “Key Factors and Trends Expected to Impact our Business in the future” in response to this comment and we have modified some of the other language in the Management’s Discussion section.

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 reimbursement.  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.

The response to this comment is included in the new section mentioned in the preceding comment.

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 to 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.

We have added additional disclosure regarding the reduction in net losses.

Plan of Operation, page 53

15.

We note your responses to comments 45 and 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 months, you must provide a specific plan of operation which describes the means 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 your 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.

We have added additional language regarding milestones and revised other language in the Plan of Operation to be internally consistent.

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.

We updated the disclosure regarding the current status of the Medicare bidding in this section.

Certain Relationships and Related Transactions, page 58

17.

We note your response to comment 40 in our letter dated August 8, 2012.  Please revise to add the information 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.

We have added the requested information in this section and in the Executive Compensation section.

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) for this transaction.  Alternatively, if these shares were received as compensation, please add this information to your Summary Compensation Table pursuant to Item 402(n) of Regulation S-K.

We added the information regarding the purchases by Messrs. Michael and Stephen West.

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.

We have added the requested information in Footnote 1 under “Income Tax.”

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.

We have added the requested information in footnote 1 under “Revenue Recognition.”

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.

We have refiled the Escrow Agreement as Exhibit 10.4.

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 have filed our revised legal opinion as Exhibit 5.2.

* * * * *

Thank you for your attention to this matter.  Please contact the undersigned if you have any questions or need any additional information.

Sincerely,

JIN, SCHAUER & SAAD LLC

By  /s/ Jon D. Sawyer

      Jon D. Sawyer

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

CORRESP
1
filename1.htm

Converted by EDGARwiz

 600 17th Street, Suite 2700, Denver, Colorado 80202

 Main:  (720) 889-2211   Fax:  (720) 889-2222

 October 2, 2012

 John Reynolds, Assistant Director

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street

 Washington, DC  20549

 Re:

 Canfield Medical Supply, Inc.

 Registration Statement on Form S-1

 Filed July 12, 2012

 File No. 333-182639

 Dear Mr. Reynolds:

 This letter will serve as a response and/or explanation with respect to the comments in your letter dated August 8, 2012 (the "Comment Letter") regarding Canfield Medical Supply, Inc. ("Canfield" or the "Company").  The entire text of the comments contained in your comment letter has been reproduced in this letter for ease of reference.  A response to each comment is set forth immediately below the text of the comment.

 General

 1.

 Since you appear to qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, please 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, such 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 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 standards 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 private 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 policy 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 provides 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 are 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.

 We have added the JOBS disclosure on the cover page and we have added the other requested information in the risk factors on pages 18 through 20.  We have also added the requested statement in the critical accounting policy disclosures on pages 57-58.  Our disclosure includes a statement regarding the extent to which these exemptions are available as a Smaller Reporting Company.

 The Company will not be providing any written materials to anyone in reliance on Section 5(d), and no research reports about the Company have been published or distributed in reliance on Section 2(a)(3) and there are no broker dealers who will participate in the 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” page 30;

 •

 “’[A]nd is expected to grow at a compounded annual growth rate of 5% from 2011 through 2016,” page 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…,”

 •

 “These improvements have allowed for earlier patient discharge and have lengthened the portion of the recuperation period…,” page 30;

 •

 “Many patients prefer the convenience and typical cost-advantages of home healthcare…,” page 31;

 •

 “Mahoning Valley with an estimated population of 1-1.25 million persons,” page 31;

 •

 “The Medicare regulations have established a 30% target for small supplier participation, which improves our chances of winning small bids from Medicare,” page 31;

 •

 As competitive bidding is phased in… we will experience a reduction in reimbursement, as will most if not all other DMEPOS suppliers in the impacted areas, page 36.

 We have attached support for the 5th, 9th and 10th bullet points in your letter, and we have revised or deleted the remaining items including several other items which involved factual assertions.

 Fee Table

 3.

 We note 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 shareholders 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.

 We have revised the Fee Table to indicate that the Company is relying on Rule 457(a).

 Prospectus Cover Page

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

 We confirm that the final prospectus cover page will be 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.

 The cross reference to Risk Factors has been highlighted in boldface type.

 6.

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

 The offering proceeds table has been revised as requested.

 7.

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

 We confirm that the selling shareholders cannot commence their offering until the offering by the Company has closed and the unsold company shares have been deregistered.

 Table of 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.

 We have added the disclosure of the Dealer Delivery Obligations just below the Table of Contents.

 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.

 We have added additional disclosure in the Summary regarding the 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 prospectus.  See Rule 430A of Regulation C.

 We have added the additional states.

 Risk Factors, page 5

 11.

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

 We have substantially revised the risk factor subheadings to more specifically describe the risks 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 added a new risk factor regarding the going concern issue and placed it first.  We also added this to the MD & A just before the Plan of Operations section.

 We have a history of limited operations, page 7

 13.

 We note your statement that “our business 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 chairs.” 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.

 We have added the percentage of the company’s revenues derived from the sale of power wheelchairs.

 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 breakeven for the fiscal year ending December 31, 2013, because we are making extra efforts to increase our revenues by attempting to increase private pay 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 handle 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 this risk factor.  You may address these factors in another location in your prospectus.  Please revise your risk factor section so it does not contain mitigating language.  We may have further comment.

 We have deleted the mitigating language from this risk factor and from the remaining risk factors.

 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 funds to continue operations.  Please revise your disclosure as appropriate.  We may have further comment.

 We have revised the language in this risk factor to address this comment.

 16.

 Please revise your disclosure to indicate that the company had a working capital deficit of $108,427 as of March 31, 2012.

 We have added the amount of the working capital deficit as of June 30, 2012 in this risk factor.

 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.

 We have revised the disclosure in this risk factor to clarify the risk.

 18.

 We note your disclosure 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.

 We have revised the disclosure in this risk factor to explain this inconsistency.

 Expanded  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 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.

 We have added the number of audits and the dollar amount in question.

 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.

 We have identified the directors who own the 90.5% and clarified their positions.

 Use of Proceeds, page 10

 21.

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

 We have made the correction in the second paragraph.

 22.

 We note your disclosure that a substantial portion of the proceeds from the sale 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.

 We have added more detail on the purposes for which the proceeds are intended to be used in the footnotes.

 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.

 We have removed the statement regarding discretion and tried to more specifically describe what the Company plans to do.

 Selling Shareholders, page 22

 24.

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

 We have added the column indicating the amount of securities to be offered by the selling shareholders.

 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.

 We have aded the description of the facts upon which we are relying for the assertion that they meet the safe harbor requirements.

 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 safe harbor from broker dealer registration.  Please revise or advise.

 We corrected the typo regarding 3 persons.

 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 … After the closing of this offering, our selling shareholders may sell

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