WRITTEN RESPONSES TO SEC STAFF COMMENTS
                      MADE BY LETTER DATED JANUARY 9, 2006

      Auxilio, Inc. (the "Company"), in connection with the filing of a Form
10-K for the year ended December 31, 2004 filed with the SEC on April 19, 2005,
the filing of a Form 10-Q for the quarter ended March 31, 2005 filed with the
SEC on May 18, 2005, and the filing of a Form 10-Q for the quarter ended June
30, 2005 filed with the SEC on September 2, 2005, hereby makes the following
responses to the SEC Staff comments made by letter dated January 9, 2006. The
Company's responses are keyed by numbered paragraphs to correspond to the
comments in such letter. For your ease of reference, each response is preceded
by a reproduction of the corresponding Staff comment.

Form 10-KSB for the Fiscal Year Ended December 31, 2004

Item 8A Controls and Procedures, page 18

Question 1. We have read your response to our previous comment one where you
indicated that management believes the Company's controls and procedures were
effective as of December 31, 2004. We also note in your response that your
independent registered public accounting firm advised you of a material weakness
that involved unrecorded transactions and disclosure deficiencies related to
SFAS No. 109. In addition you state that you did not possess the technical
expertise required to calculate a complex tax provision. Please revise to
disclose how management determined that the disclosure controls and procedures
were effective considering your disclosures noted above.

Response 1:

      Based on the above comment, and our follow-up discussions with SEC staff,
we plan to revise our disclosure in Item 8A, through the filing of an amendment
to our Form 10-K for the year ended December 31, 2004 filed with the SEC on
April 19, 2005, to address your points of concern. This disclosure has changed
from our previous response letter in paragraphs two, four and six below. The
revised Item 8A will read as follows:

Item 8A. Controls and Procedures.

      We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our Securities Exchange Act reports
is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to our management, including our chief executive officer and
chief financial officer, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, as ours are designed to do, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.



      As of December 31, 2004, an evaluation was performed under the supervision
and with the participation of our management, including our chief executive
officer and chief financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Subsequent to this
evaluation, and during the audit of our financial statements, it was determined
that our controls and procedures as they relate to the timely reconciliation of
income taxes required by SFAS No. 109 were deficient. All other controls and
procedures were effective at that time.

      Our independent registered public accounting firm, Stonefield Josephson,
Inc., advised us in connection with the completion of their audit for the year
ended December 31, 2004, that they had identified certain matters involving the
operation of our internal controls that they consider to be a material weakness.
A "material weakness" is a reportable condition in which the design or operation
of one or more of the internal control components does not reduce to a
relatively low level the risk that misstatements caused by errors in amounts
that would be material in relation to the consolidated financial statements
being audited may occur and not be detected within a timely period by employees
in the normal course of performing their assigned functions.

      The deficiency in our internal controls, as noted above, related to the
timely reconciliation of income taxes required by SFAS No. 109. The unrecorded
transactions and disclosure deficiency was detected in the audit process and has
been appropriately recorded and disclosed in this Form 10-KSB.

      The matter identified by Stonefield Josephson, Inc. has been reviewed with
management and with the Audit Committee. Management believes that the material
weakness identified by Stonefield Josephson, Inc. was attributable in
significant part to the purchase of The Mayo Group resulting in positive income
requiring a tax provision calculation and our lack of internal accounting and
finance personnel that possess technical expertise required to calculate a
complex tax provision.

      We are in the process of implementing the following changes that have a
materially affect our internal controls and procedures as they relate to
financial reporting to respond to these matters. Our responsive actions include
the engagement of a consultant to assist the Company with complex accounting
issues including the tax provision, the hiring of a new chief financial officer
that has experience in dealing with complex accounting issues and recruiting to
increase staffing levels in certain areas of the finance organization.

      Our certifying officers believe that we have implemented sufficient new
compensating controls to minimize the risks associated with the material
weakness identified by our independent auditors and discussed in the immediately
preceding section of this Item 8A.

Question 2. We note your proposed disclosure that "Except as discussed in the
following paragraph...there have been no changes in internal controls..." You
should state clearly, if correct, that there were changes in your internal
control over financial reporting that occurred during this quarter that have
materially affected, or are reasonably likely to materially affect, your
internal control over financial reporting.


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Response 2:

      Please see Response 1, paragraph six above.

Note 2 Acquisition, page F-14

Question 3. We note in your response to our previous comment four that Mr. Mayo
as part of the severance agreement was to relinquish all of his equity
instruments in the Company and this agreement was entered into prior to the
completion of the acquisition accounting. Please tell us how you accounted for
the return of the equity instruments that you previously issued for the Mayo
Group and the accounting literature you used to support your conclusion.

Response 3:

      Mr. Mayo's equity instruments were not returned to the Company. They
remained issued and outstanding. The relinquishment referred to in our previous
comment four was by private sale which was arranged by the Company as disclosed
in footnote 15, Page F-23, of the originally filed 10-KSB. Thus no accounting
for the return of equity instrument was necessary.

Company Acknowledgement

In connection with the Company's responses to SEC Staff comments made by letter
dated January 9, 2006, and as contained herein, the Company acknowledges that

      o     the company is responsible for the adequacy and accuracy of the
            disclosure in the filings;
      o     staff comments or changes to disclosure in response to staff
            comments do not foreclose the Commission from taking any action with
            respect to the filings; and
      o     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.


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