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Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment #3

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 x   No o

     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 28, 2012 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
 
 

This form 10-Q/A amendment #3 has removed all references to the June 30, 2011 financials, SEC accession number 0001175501-12-000009, filed on June 27, 2012 on Form 10-Q/A Amendment #2 as being deficient and labeled "not reviewed". 

This amendment #3 to the Quarterly Report Form 10-Q of Assurance Group, Inc. for the quarterly period ended June 30, 2011 also is restating the company's re-entry into the development stage to January 1, 2003 from July 10, 1997 (date of inception).  The company's operations were discontinued by current management effective January 1, 2003.  

Exhibit 101 to the Form 10-Q is being provided for the initial submissions of interactive data files.

 
Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 are deemed not  filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under these sections.
 

 

 

 

2

 


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  

 

3

 


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  
       (Unaudited)         
               
ASSETS    
               
Current Assets            
  Cash and cash equivalents  $                            -      $                                  -    
Total Current Assets                             -                                       -    
               
Total Assets  $                            -      $                                  -    
               
LIABILITIES AND STOCKHOLDERS' DEFICIENCY    
               
Current Liabilities            
    Accounts payable and accrued expenses  $  11,904    $  1,904  
  Loans payable - related parties                      12,791                               3,246  
Total Current Liabilities                    24,695                              5,150  
                     
Commitments and Contingencies             
                 
Stockholders' Deficiency            
  Convertible preferred  stock- Series A, $.001 par value, 25,000,000 shares            
authorized, none issued and outstanding                             -                                       -    
  Convertible preferred  stock- Series B, $.001 par value, 25,000,000 shares            
authorized, none issued and outstanding                             -                                       -    
  Common stock, $0.001 par value; 300,000,000 shares authorized,            
161,668,115 shares issued and outstanding                    161,668                           161,668  
  Additional paid-in capital               23,535,127                      23,535,127  
Accumulated deficit             (23,410,667

)

                  (23,410,667

)

  Deficit accumulated during the development stage                  (310,823 )                        (291,278

)

Total Stockholders' Deficiency                  (24,695

)

                         (5,150

)

                 
Total Liabilities and Stockholders' Deficiency  $                            -      $                                  -    

 

See accompanying notes to condensed unaudited financial statements.

 

 

4

 


Assurance Group, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(unaudited)

                        For the Period from  
                         January 1, 2003  
                (Re-entering the  
For the Three Month Ended June 30,   For the Six Month Ended June 30,   Development Stage)   
2011     2010     2011     2010     to June 30, 2011  
                           
Net Sales

$

 -    

  $

 -      $  -     $  -     $  -    
Cost of Sales  -        -        -        -        -    
        Gross profit    -        -        -        -        -    
                           
Operating Expenses                              
General and administrative expenses 5,000     450     19,545     450     375,160  
Total Operating Expenses    5,000     450     19,545     450     375,160  
                           
Net Loss from Operations    (5,000 )   (450 )    (19,545 )   (450 )    (375,160 )
                           
Other Income / (Expense)                              
Interest expense  -        -        -        -        (3,481 )
Gain on forgiveness of debt   -       -       -       -       67,818  
Total Operating Income / (Expenses)  -        -        -        -       64,337  
                               
Provision for Income  Taxes -       -       -       -       -  
                               
Net Loss $  (5,000 )

   $

(450 )  $  (19,545 ) $ (450 ) $  (310,823 )
                               
Net Loss Per Share  - Basic and Diluted $  (0.00 )

  $

(0.00 )  $ (0.00 ) $ (0.00 )      
                               
Weighted average number of shares outstanding                        
  during the period - basic and diluted    161,668,115     161,268,115     161,668,115     161,268,115        
See accompanying notes to condensed unaudited financial statements.

 

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Table of Contents

Assurance Group, Inc.

(A Development Stage Company)

Statement of Stockholders' Deficiency for the period January 1, 2003 (Re-entering the Development Stage) through to June 30, 2011

 (unaudited)

                              Deficit        
                            Accumulated        
     Additional      Convertible            During the    

Total

 

Common Stock

   Paid-in       Preferred Stock      Accumulated       Development     Stockholders'  

Shares

     Amount       Capital       Series A & B       Deficit      Stage     Deficiency  
                                     
Balance, December 31, 2002     92,465,241   $     92,465   $ 172,276   $ 22,964,345   $  (23,410,667)   $  -     $ (181,581 )
Net loss for the year ended December 31, 2003  -       -      -       -        -        (88,947 )   (88,947 )
Balance, December 31, 2003 92,465,241     92,465     172,276     22,964,345     (23,410,667)     (88,947 )    (270,528 )
Net loss for the year ended December 31, 2004  -       -      -       -        -        (23,415 )   (23,415 )
Balance, December 31, 2004 92,465,241     92,465     172,276     22,964,345     (23,410,667)     (112,362 )   (293,943 )
Common stock issued for repayment of debt ($0.0070/share) 41,800,000     41,800   250,822      -        -        -        292,622  
Net loss for the year ended December 31, 2005 -       -       -       -        -        (61,159 )   (61,159 )
Balance, December 31, 2005 134,265,241     134,265   423,098     22,964,345     (23,410,667)     (173,521 )   (62,480 )
Common stock issued for services ($0.0100/share) 6,000      6      54     -       -        -       60  
Preferred shares converted to common ($1.0864/share) 275,748     275   299,299     (299,574 )    -        -       -    
Net loss for the year ended December 31, 2006 -       -       -       -        -        (1,835 )   (1,835 )
Balance, December 31, 2006 134,546,989     134,546   722,451     22,664,771     (23,410,667)     (175,356 )   (64,255 )
Common stock issued for services ($0.0100/share) 7,402,745     7,403     67,624     -       -        -       75,027  
Preferred shares converted to common ($2.2775/share)  9,951,714     9,952   22,654,819     (22,664,771 )   -        -       -    
Net loss for the year ended December 31, 2007 -       -       -       -        -        (91,482 )    (91,482 )
Balance, December 31, 2007 151,901,448     151,901   23,444,894      -       (23,410,667)     (266,838 )   (80,710 )
Common stock issued for services ($0.0250/share)  2,000,000     2,000     48,000     -       -        -       50,000  
Common stock issued for repayment of debt ($0.0300/share) 366,667     367   10,633     -       -        -       11,000  
Net income for the year ended December 31, 2008 -       -       -       -        -        16,234     16,234  
Balance, December 31, 2008 154,268,115     154,268   23,503,527     -       (23,410,667)     (250,604 )   (3,476 )
Common stock issued for services ($0.0500/share) 7,000,000     7,000     28,000     -       -        -       35,000  
Net loss for the year ended December 31, 2009  -       -      -       -        -        (36,222 )   (36,222 )
Balance, December 31, 2009 161,268,115     161,268     23,531,527     -       (23,410,667)     (286,826 )   (4,698 )
Common stock issued for services ($0.0100/share) 400,000     400   3,600     -       -        -       4,000  
Net loss for the year ended December 31, 2010 -       -       -       -        -        (4,452 )   (4,452 )
Balance, December 31, 2010 161,668,115     161,668   23,535,127     -       (23,410,667)     (291,278 )   (5,150 )
Net loss for the six months ended June 30, 2011 -       -       -       -        -        (19,545 )   (19,545 )
Balance, June 30, 2011 161,668,115   $ 161,668   $ 23,535,127   $  -     $ (23,410,667)   $ (310,823 ) $ (24,695 )

See accompanying notes to condensed unaudited financial statements.

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Table of Contents

Assurance Group, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(unaudited)

 

            For the Period from  
            January 1, 2003  
            (Re-entering the  
For the Six Month Ended June 30,   Development Stage)   
2011     2010     to June 30, 2011  
Cash Flows From Operating Activities:                
Net Income / (Loss)  $                (19,545 )    $                             (450

)

   $                            (310,823 )
  Adjustments to reconcile net income / (loss) to net cash used in operations                
    Stock issued for services                               -                                     -                                      164,087  
  Changes in operating assets and liabilities:                
      Increase / (Decrease) in accounts payable and accrued expenses                      10,000                                     450                                      (28,057 )
Net Cash Provided by (Used In) Operating Activities                     (9,545 )                                   -                                  (174,793 )
               
Cash Flows From Financing Activities:                
Proceeds from loans payable - related parties                        9,545                                     -                                      185,599  
Repayment of loans payable - related parties                               -                                     -                                      (10,806 )
Net Cash Provided by Financing Activities                      9,545                                     -                                    174,793  
                 
Net Increase in Cash                               -                                     -                                                 -  
                 
Cash at Beginning of Period/Year                               -                                     -                                                 -  
                 
Cash at End of Period/Year  $                           -      $                             -      $                                         -  
                   
Supplemental disclosure of cash flow information:                  
                 
Cash paid for interest  $                           -      $                             -      $                                         -  
Cash paid for taxes  $                           -      $                             -      $                                         -  
               
Supplemental disclosure of non-cash investing and financing activities:                
               
Shares issued in conversion of loans payable - related parties  $                           -      $                             -      $                              303,622  

 

 

See accompanying notes to condensed unaudited financial statements.

 

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Table of Contents

Assurance Group, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

 (unaudited)

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's 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's name to Assurance Group, Inc. on January 10, 2008.During the last quarter of 2002, the Management of the Company made a decision to cease the then current operations of the Company including the two subsidiaries. This was due to the fact that the new current management had no experience in the Wireless Telecom industry. The Company re-entered the development stage on January 1, 2003. Activities since re-entering the development stage have been comprised mainly of developing the business plan and administrative matters.

Note B. Summary of Significant Accounting Policies

BASIS OF PRESENTATION

The Company maintains its accounts on the accrual basis of accounting.  The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information necessary for a comprehensives presentation of financial position and results of operations. The interim results for the period ended June 30, 2011 are not necessarily indicative of results for the full year.

It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.

Use of Estimates

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.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is assured. The company had no revenue for the six months ended June 30, 2011 and 2010.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for accounts payable and accrued expenses, and loans payable-related parties approximate their fair value due to the relatively short period to maturity for these instruments.

Income / (Loss) Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, Earnings per Share. As of June 30, 2011 and 2010, respectively, there were no common share equivalents outstanding.

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STOCK-BASED COMPENSATION

In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation - Stock Compensation.  Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.  As such, compensation cost is measured on the date of grant at their fair value.  Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.  The Company applies this statement prospectively.

Equity instruments ("instruments") issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718.  FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement date and recognition period for such instruments.  In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.

INCOME TAXES

The Company accounts for income taxes under FASB Codification Topic 740-10-25 ("ASC 740-10-25") Income Taxes.  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 

The Company's U.S. Federal and State income tax returns prior to fiscal year December 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  balance sheet. 

BUSINESS SEGMENTS

The Company operates in one segment and therefore segment information is not presented.

RECLASSIFICATION

Certain amounts for prior periods have been reclassified to conform to current period presentation.  These reclassifications had no impact on the Company's net loss or cash flows.

NET LOSS PER COMMON SHARE

Basic and diluted net loss per common share is computed using the weighted average number of common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, Earnings per Share.  As of June 30, 2011 and 2010, respectively, there were no common share equivalents outstanding.

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RECENTLY ISSUED ACCOUNTING STANDARDS

In October 2009, the Financial Accounting Standards Board ("FASB") issued an Accounting Standard Update ("ASU") No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that the guidance is retroactively applied to the beginning of the year of adoption. The Company does not expect the adoption of ASU No. 2009-13 to have any effect on its financial statements upon its required adoption on January 1, 2011. 

Note C. Related Party Transactions

The Company is allocated certain expenses such as professional fees, rent, travel, and administrative costs 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 were $10,000 and $450, respectively.

Note D. Going Concern

As reflected in the accompanying financial statements, the Company is in the development stage with no operations, a net loss of $19,545 for the six months ended June 30, 2011, a stockholder's deficiency and a working capital deficiency of $24,695 as of June 30, 2011, and cash used in operations from re-entering the development stage of $174,793. This raises substantial doubt about its ability to continue as a going concern.  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.

 

Note E. Stockholders' Deficiency

 

(A)    Common Stock Issued for Debt

In 2005, the Company issued 41,800,000 shares of common stock in order to settle debt amounting to $292,622. ($0.0070/share).

In 2008, the Company issued 366,667 shares of common stock in order to settle debt amounting to $11,000 ($0.0300/share).

(B)    Common Stock Issued for Services

In 2006, the Company issued 6,000 shares of common stock having a fair value of $60 ($0.0100/share) in exchange for services rendered.

In 2007, the Company issued 7,402,745 shares of common stock having a fair value of $75,027 ($0.0100/share) in exchange for services rendered.

In 2008, the Company issued 2,000,000 shares of common stock having a fair value of $50,000 ($0.0250/share) in exchange for services rendered.

In 2009, the Company issued 7,000,000 shares of common stock having a fair value of $35,000 ($0.0050/share) in exchange for services rendered.

In 2010, the Company issued 400,000 shares of common stock having a fair value of $4,000 ($0.0100/share) in exchange for services rendered.

 

 

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Table of Contents

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.

Liquidity and Capital Resources

We are in the development stage with no revenue and have an accumulated deficit of $310,823 and cash used in operations of $174,793 from January 1, 2003 (re-entering the development stage) to June 30, 2011, and a stockholder's deficiency and a working capital deficiency of $24,695 as of June 30, 2011.

 

The Company currently does not have enough cash to satisfy its minimum cash requirements for the next twelve months. The Company is going to rely on loans from our officers and directors to meet the short term cash requirements. However, the present state of the Company's liquidity and capital resources raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan.

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.

Off-Balance Sheet Arrangements

 

We don't have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities"(SPEs).

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable, as we are a smaller reporting company.

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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.
 
Exhibit 101.xml
  XBRL Document amnw-20110630.xml
 
Exhibit 101.xsd
  XBRL Schema Document amnw-20110630.xsd
 
Exhibit 101.lab
  XBRL Labels Linkbase Document amnw-20110630_lab.xml
 
Exhibit 101.pre
  XBRL Presentation Linkbase Document amnw-20110630_pre.xml
 
Exhibit 101.def
  XBRL Definition Linkbase Document amnw-20110630_def.xml

 

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 28, 2012  By:   /s/ Barney A. Richmond  
    Barney A. Richmond   
    Chief Executive Officer
(Duly Authorized Officer and
Principal Executive Officer) 
 
       
Date: June 28, 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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