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EX-31 - EXHIBIT 31.2 - CFO CERTIFICATION - ASSURANCE GROUP INC.exhb0312.htm
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EX-31 - EXHIBIT 31.1 - CEO CERTIFICATION - ASSURANCE GROUP INC.exhb0311.htm
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment #2

to

FORM 10-Q

     
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended June 30, 2011

OR

     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number (000-52872)
(Exact name of registrant as specified in its charter)
     
Florida
(State or other jurisdiction
of incorporation or organization)
  65-1096613
(IRS Employer
Identification No.)
     
1150 S US Highway 1, Suite 302    
Jupiter, Florida   33477-7236
(Address of principal executive offices)   (Zip code)
(561) 249-1354
(Registrant's telephone number, including area code)

 

 

 

Table of Contents

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o   No x

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o   No x

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act).

             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company x
        (Do not check if a smaller reporting company)    

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x   No o

 

     State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

As of June 30, 2011 the issuer had 161,668,115 shares of common stock, $.001 Par Value, outstanding, 0 shares of Series A convertible preferred stock, $.001 Par Value, outstanding, and 0 shares of Series B convertible preferred stock, $.001 Par Value, outstanding.  The common stock is currently listed for trading on the National Quotation Bureau Electronic Pink Sheets under trading symbol AMNW and CUSIP 04621L 10 4.

Explanatory Note
 
 
The purpose of this amendment #2 to the Quarterly Report Form 10-Q of Assurance Group, Inc. for the quarterly period ended June 30, 2011 is to

a. Identify the 10-Q for the period ended June 30, 2011 filed on August 15, 2011, SEC Accession No. 0001175501-11-000016,  as deficient;

b. Label the columns of the financial statements as "not reviewed"; and

c. State that the Company retained a registered accounting firm on September 22, 2011 in order to correct items a and b above.   The Company will file form 10-Q amendment #3 to remedy this deficiency within the next few business days.

 

 

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Table of Contents

Assurance Group, Inc.

 (A Development Stage Company)
INDEX

           
      Page  
         
Item 1     4  
      4  
      5  
      6  
      7  
      8  
Item 2.     11  
Item 3.     11  
Item 4.     12  
 
 
       
         
Item 1.     13  
Item 1A.     13  
Item 2.     13  
Item 3.     13  
Item 4.     13  
Item 5.     13  
Item 6.     14  
 
 
       
 

SIGNATURE

    14  

 

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Table of Contents

PART 1. FINANCIAL INFORMATION
 
Item 1. Financial Statements
Assurance Group, Inc.
(A Development Stage Company)

Condensed Balance Sheets

 
   June 30, 2011        December 31, 2010

Assets

   

(not reviewed)

       

(not reviewed)

 

Current Assets

                 

      Cash and cash equivalents

   $ 0       $ 0  
                  

          Total current assets

     0         0  
                  
                   
                  

Total assets

   $ 0       $ 0  
                  

 

                 

Liabilities and Stockholders' Equity (Deficit)

                 

Current Liabilities

                  

     Accounts payable

   $ 1,738       $ 1,738  

     Loan payable

     0         0  

     Stockholder loans

     22,957         3,412  
                  

           Total current liabilities

     24,695         5,150  
                  
                         Total liabilities     24,695         5,150  
                  

 Commitments and Contingencies  

                 

Stockholders' Equity (Deficit):

                  

Common stock, $.001 par value; 300,000,000 shares authorized; 161,268,115 and 161,268,115 shares issued and outstanding, respectively

     161,668         161,668  

Paid-in-capital

     23,535,127         23,535,127  

Convertible preferred stock, $.001 par - Series A  - 25,000,000 shares authorized 0 shares outstanding

     0         0  

Convertible preferred stock, $.001 par - Series B  - 15,000,000 shares authorized 0 shares outstanding

     0         0  

Deficit accumulated during the development stage

     (23,721,490

)

      (23,701,945

)

                  

Total stockholders' equity (deficit)

     (24,695

)

      (5,150

)

                  

Total liabilities and stockholders' equity (deficit)

   $ 0       $ 0  
                  

See accompanying notes to condensed financial statements.

 

 

4

 


Assurance Group, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(not reviewed)

                                         
   

Quarter Ended

 June 30,

    Six Months Ended June 30,     Period from Inception July 10, 1997 through June 30, 2011  
2011 2010 2011 2010
 
    (not reviewed)       (not reviewed)       (not reviewed)       (not reviewed)       (not reviewed)  
                                         

Net Sales

  $ 0     $ 0     $ 0     $ 0     $ 42,916  

Cost of Sales

    0       0       0       0       (34,910 )
                             

Gross profit

    0       0       0       0       8,006  
 
                             
 
                                       

Operating expenses:

                                       

General & administrative

    5,000       450       19,545       450       1,680,102  
 
                             
Total expenses
    5,000       450       19,545       450       1,680,102  
 
                             
 
                                       

Loss from operations

    (5,000 )     (450 )     (19,545 )     (450 )     (1,672,096 )
                               
 
                                       
Other Expense                                        

Interest income

    0       0       0       0       2,175  

Interest expense

    0       0       0       0       (53,487 )

Realized loss on sale of assets

    0       0       0       0       (22,065,900 )

Gain on forgiveness

    0       0       0       0       67,818  
                               
Other Expense
    0       0       0       0       (22,049,394 )
                               
Net Loss
  $ (5,000 )   $ (450 )   $ (19,545 )   $ (450 )   $ (23,721,490 )
 
                             
                                         

Basic and Diluted

                                        
Earnings per common share
  $ (.000 )   $ (.000 )   $ (.000 )   $ (.000 )   $ (.278 )
 
                             
 
                                       
Weighted-average shares outstanding:
    161,668,115       161,268,115       161,668,115       161,268,115       85,231,956  
 
                             

 

See accompanying notes to condensed financial statements.

 

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Table of Contents

Assurance Group, Inc.

(A Development Stage Company)

Condensed Statements of Stockholders' Deficit

 (not reviewed)

 

    Common Stock      

Add'l Paid in Capital

    Convertible Preferred Stock, A&B Par Value $.001     Deficit Accumulated
During the Development Stage
    Total
Stockholders'
Equity (Deficit)
    Number of Shares     at Par Value  $.001              
Balance December 31, 2007 

151,901,448

    $

151,901

    $ 23,444,894     $

0

    $

(23,677,505

)   $

(80,710

)

   Issuance of common stock for service

  2,000,000        2,000     

48,000

    0          50,000   

   Issuance of common stock for repayment of debt

  366,667        367     

10,633

    0     

 0

    11,000   

Net income 2008

 

 0

 

 0

    0    

 0

    16,234       16,234  
                                              
Balance December 31, 2008  154,268,115        154,268        23,503,527       0       (23,661,271 )     (3,476 )

   Issuance of common stock for service

  7,000,000        7,000     

28,000

    0          35,000   

Net loss 2009

 

 0

 

 0

    0    

 0

    (36,222 )     (36,222 )
                                             

Balance December 31, 2009

  161,268,115        161,268        23,531,527       0       (23,697,493 )     (4,698 )

   Issuance of common stock for service

  400,000        400     

3,600

    0          4,000   

Net loss 2010

 

 0

 

 0

    0    

 0

    (4,452 )     (4,452 )
                                              

Balance December 31, 2010

  161,668,115        161,668        23,535,127       0       (23,701,945 )     (5,150 )

Net income six months ended June 30, 2011

 

 0

 

 0

    0    

 0

    (19,545 )     (19,545 )
                                              

Balance June 30, 2011

  161,668,115      $ 161,668      $ 23,535,127     $ 0     $ (23,721,490 )   $ (24,695 )
                                             

   

See accompanying notes to condensed financial statements.

 

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Table of Contents

Assurance Group, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(not reviewed)

    Six Months Ended June 30,   Period from Inception July 10, 1997 through June 30, 2011
        2011     2010  
        (not reviewed)   (not reviewed)     (not reviewed)
             

Cash flows from operating activities:

                         

Net Income (loss)

    $ (19,545 )   $ 0     $ (23,721,490 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

                         

Stock-based compensation

      0       0       222,236  

Forgiveness of debt

      0       0       (67,817 )

Changes in operating assets and liabilities

                            

Decrease to prepaid assets

      0       0       0  

Increase (decrease) to loan payable - related companies

      19,545       0       22,957  

Increase (decrease) to accounts payable and accrued expenses

      0       0       1,738  
                          

Net cash used in operating activities

      0       0       (23,542,376 )
                          
             
Cash Flows From Investing Activities            

Proceeds from sale of available-for-sale securities

      0   0     111,549

Global Hosting Center

      0   0     2,500,000

Intellectual Property

      0     0       20,345,521  
                          
Net cash provided by investing activities       0   0     22,957,070
                          
             
Cash Flows From Financing Activities            

Repayment of long term debt

      0   0     (552,672 )

Proceeds from sale of common stock

      0   0     273,633

Proceeds from sale of preferred stock

      0     0       864,345  
                          
Net cash provided by financing activities       0   0     585,306
                          
             

Net increase (decrease) in cash

      0       0       0  

           

Cash at beginning of period

      0      0        0   
                          
             

Cash at end of period

    $ 0      $ 0      $ 0   
                          
             
             
Supplemental Disclosure of Cash Flow Information:            

Interest paid

    $ 0      $ 0      $ 11,054   
                          
 

Income taxes paid

    $ 0      $ 0      $ 0   
                         

See accompanying notes to condensed financial statements.

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Assurance Group, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

 

Note A. Description of Business

Assurance Group, Inc. (the "Company" or "AGI") was originally incorporated in the State of Florida on July 10, 1997 as August Project II Corp.   On June 13, 2000, the Company name was changed to Traffic Engine.com Inc.   On January 2, 2001 Traffic Engine.com executed an agreement for the exchange of Common Share with Traffic Engine Inc., which became a wholly owned subsidiary of the parent.  On March 29, 2001 the Company merged with Syndeos Corporation (f.k.a. Premier Plus Inc. a Florida Corporation).  The Company changed its name to reflect majority ownership by the principles to Syndeos Group.  Prior to its merger to become Syndeos Group, the Company was created to be a technology holding company with the purpose of identifying and acquiring emerging technology. The Company changed its name again to Air Media Now!, Inc on April 1, 2002 and owns two wholly owned subsidiaries Nortex Associates Inc and Syndeos Corporation. The Company changed it name to Assurance Group, Inc. on January 10, 2008.

The Company was a Cellular to Wireless Broad Band Channel Master. The Company created and delivered the leading Wireless Collaborative Platform that enabled Cellular subscribers and organizations to effectively connect, synchronize data, optimize business processes and manage ongoing relationships with broadband wireless access while providing real-time intelligence on critical business information. The Company was uniquely positioned to bridge two converging marketplaces: Cellular and Internet Infrastructure/Enterprises. The Company did this through its exclusive license to resell globally patented device and software solutions. 

On June 20, 2002 Mr. Barney A. Richmond acquired just over 39 millions shares of the Company, becoming its majority shareholder.

During the last quarter of 2002 the Management of the Company made a decision to cease operations of the Company. This was due to the fact that new current management had no experience in the Wireless Telecom industry. On February 28, 2005 a special meeting of the shareholders of the Company was held. A motion was passed to elect Barney Richmond as Chief Executive Officer, President, Secretary and Director and to elect Richard Turner as Treasurer and Director. The Company now is seeking acquisition of a Company which management has prior experience in. Currently, there are several acquisition opportunities that Management is evaluating.

Note B. Summary of Significant Accounting Policies

BASIS OF PRESENTATION

The Company maintains its accounts on the accrual basis of accounting. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

STOCK-BASED COMPENSATION

The accounting for common stock issued for services based the estimated fair value of the common stock issued as of the grant date. Because there is no market for the Company's common stock and no operations, the Company recorded the issuance of common stock for services at par value, which approximated the value of services received. 

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INCOME TAXES

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses and tax credits that are available to offset future taxable income and income taxes, respectively. A Valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized.

The Company adopted the new accounting for uncertainty in income taxes guidance on June 1, 2009. The adoption of that guidance did not result in the recognition of any unrecognized tax benefits and the Company has no unrecognized tax benefits at December 31, 2009. The Company's U.S. Federal and state income tax returns prior to fiscal year May 31, 2007 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets. 

NET LOSS PER COMMON SHARE

Basic net loss per common share is computed using the weighted average number of common shares outstanding during each period presented. Diluted net loss per common share is computed by using the weighted average number of common shares and potential common shares outstanding during the period. The Company has not issued any instruments resulting in potential common shares outstanding.

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2009, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 168, The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 ("FASB SFAS 168"). SFAS 168 establishes the FASB Accounting Standards Codification TM ("Codification") as the source of authoritative U.S. GAAP for nongovernmental entities. The Codification does not change U.S. GAAP. Instead, it takes the thousands of individual pronouncements that currently comprise U.S. GAAP and reorganizes them into approximately 90 accounting Topics, and displays all Topics using a consistent structure. Contents in each Topic are further organized first by Subtopic, then Section and finally Paragraph. The Paragraph level is the only level that contains substantive content. Citing particular content in the Codification involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure. FASB suggests that all citations begin with "FASB ASC," where ASC stands for Accounting Standards Codification. Changes to the ASC subsequent to June 30, 2009 are referred to as Accounting Standards Updates ("ASU").

In conjunction with the issuance of FASB SFAS 168, the FASB also issued ASU No. 2009-1, Topic 105—Generally Accepted Accounting Principles ("FASB ASU 2009-1"), which includes FASB SFAS 168 in its entirety as a transition to the ASC. FASB ASU 2009-1 is effective for interim and annual periods ending after September 15, 2009 and had no impact on the Company's financial position or results of operations but changed the referencing system for accounting standards.

Certain of the following pronouncements were issued prior to the issuance of the ASC and adoption of the ASUs. For such pronouncements, citations to the applicable Codification by Topic, Subtopic and Section are provided where applicable in addition to the original standard type and number.

In June 2009, the FASB issued additional guidance under ASC 860 "Accounting for Transfer of financial Assets and Extinguishment of Liabilities" which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial asset; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. This additional guidance requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor's beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. Enhanced disclosures are required to provide financial statement users with greater transparency about transfers of financial assets and a transferor's continuing involvement with transferred financial assets. This additional guidance must be applied as of the beginning of

 

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RECENTLY ISSUED ACCOUNTING STANDARDS - (continued)

each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This additional guidance must be applied to transfers occurring on or after the effective date. The adoption of this ASC 860 is not expected to have a material impact on the Company's financial statements and disclosures.

In January 2010, the FASB issued Accounting Standards Update ("ASU") 2010-06, "improving Disclosures about Fair Value Measurements," which clarifies certain existing requirements in ASC 820 "Fair Value Measurements and Disclosures," and required disclosures related to significant transfers between each level and additional information about Level 3 activity. FASB ASU 2010-06 begins phasing in the first fiscal period beginning after December 15, 2009. The Company is currently assessing the impact on its consolidated results of operations and financial conditions.

In February 2010, the FASB issued FASB ASU 2010-09, "Subsequent Events, Amendments to Certain Recognition and Disclosure Requirements," which clarifies certain existing evaluation and disclosure requirements in ASC 855 "Subsequent Events" related to subsequent events. FASB ASU 2010-09 requires SEC filers to evaluate subsequent events through the date in which the financial statements are issued and is effective immediately. The new guidance does not have an effect on the Company's consolidated results of operations and financial condition.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Note C. Income Taxes

The Company does not believe that the realization of the related net deferred tax asset meets the criteria required by generally accepted accounting principles and, accordingly, the deferred income tax asset arising from such loss carry forward has been fully reserved.

Deferred income taxes (benefits) are provided for certain income and expenses which are recognized in different periods for tax and financial reporting purposes. The Company had cumulative net operating loss carry-forwards for income tax purposes at June 30, 2011 of approximately $23,600,000, expiring through December 31, 2030. The Company has established a 100% valuation allowance against this deferred tax asset, as the Company has no history of profitable operations.

Note D. Related Party Transactions

The Company is allocated certain expenses such as rent, travel and administrative that are paid on behalf of the Company by American Capital Holdings, Inc., and United States Financial Group, Inc. companies that are related to the Company by mutual stockholders and Directors. The total expenses allocated to the Company during the six months ended June 30, 2011 and 2010 was $5,000 and $0 respectively.

Note E. Going Concern

As reflected in the accompanying financial statements, the total accumulated deficit as of June 30, 2011 was $19,695. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan and raise capital. The financial statements do not included any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 

 

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Revenue for the six months ended June 30, 2011 was $0 and for the six months ended June 30, 2010 was $0.

Total operating expenses for the six months ended June 30, 2011 was $19,545 compared to $450 for the six months ended June 30, 2010.  The Company's operating expenses were primarily the result of keeping the Company current with audit fees, rent, transfer work, and other administrative costs.

For the six months ended June 30, 2011 the Company posted a net loss $19,545.  For the six months ended June 30, 2010 the Company incurred a net loss of $450.   

History of the Company

To review the History of the Company, see Part 1, Item 1 of our annual report filed for the Period December 31, 2010.  That note is hereby incorporated by reference into this Part 1, Item 2.

Impact of Inflation

Inflation of the costs of food, labor, fuel and energy impacts our operating expenses. However, we are able to effectively manage inflationary cost increases due to rapid inventory turnover.

Recently Adopted Accounting Pronouncements

For a discussion of recently adopted accounting pronouncements, see Note B to our  financial statements at Part 1, Item 1 to this quarterly report.

Accounting Pronouncements That We Have Not Yet Adopted

For a discussion of recently issued accounting pronouncements that we have not yet adopted, see Note B to our  financial statements at Part 1, Item 1 to this quarterly report.

Forward-Looking Statements

This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management's current expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws.  Actual results could differ materially from those set forth in the forward-looking statements.  

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have not entered into any financial derivative instruments that expose us to material market risk, including any instruments designed to hedge the impact of foreign currency exposures. We may, however, hedge such exposure to foreign currency exchange rate fluctuations in the future.

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Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures of a registrant designed to ensure that information required to be disclosed by the registrant in the reports that it files or submits under the Securities Exchange Act of 1934 (the "Exchange Act") are properly recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's ("SEC") rules and forms. Disclosure controls and procedures include processes to accumulate and evaluate relevant information and communicate such information to a registrant's management, including its principal executive and financial officers, as appropriate, to allow for timely decisions regarding required disclosures.

(b) CEO and CFO Certifications

Attached as Exhibit 31.1 and 31.2 to this quarterly report are certifications by our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). These certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. This portion of our quarterly report describes the results of our controls evaluation referred to in those certifications.

(c) Our Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we evaluated the effectiveness of the design and operation of Assurance Group's disclosure controls and procedures, as required by Rule 13a-15 of the Exchange Act. This evaluation was carried out under the supervision and with the participation of our management, including our CEO and CFO. Based on the evaluation as of the end of the period covered by this report, our CEO and CFO concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.

(d) Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the period covered by this report.

(e) Inherent Limitations of Any Control System

We do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected.

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PART 2. OTHER INFORMATION
Item 1. Legal Proceedings
None
 
Item 1A. Risk Factors
There have been no material changes to the risk factors presently disclosed in our December 31, 2010 Form 10-K.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None

Item 3. Defaults Upon Senior Securities

None

Item 4. (Removed and Reserved)

 

Item 5. Other Information

None

 

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Item 6. Exhibits
(a) Exhibits
 
Exhibit 31.1
  Certification pursuant to Rule 13a — 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Exhibit 31.2
  Certification pursuant to Rule 13a — 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
Exhibit 32.1
  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
 
Assurance Group, Inc.
 
 
Date: June 27, 2012  By:   /s/ Richard C. Turner    
    Richard C. Turner    
    Chief Financial Officer
(Duly Authorized Officer and
Principal Financial and Accounting Officer) 
 
 

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