Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 March 31, 2013

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)

     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 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 May 14, 2013 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.

2

Assurance Group, Inc.

 (A Development Stage Company)
INDEX

		Page
	PART 1 FINANCIAL INFORMATION
Item 1	Condensed Financial Statements		4
	Condensed Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012		4
	Condensed Statements of Operations for the Three Months Ended March 31, 2013 and 2012 and for the period from January 1, 2003 (Re-entering the Development Stage) through March 31, 2013 (unaudited)		5
	Condensed Statement of Changes in Stockholders' Deficiency for the Period from January 1, 2003 (Re-entering the Development Stage) through March 31, 2013 (unaudited)		6
	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012 and for the period from January 1, 2003 (Re-entering the Development Stage) to March 31, 2013 (unaudited)		7
	Notes to Condensed Financial Statements (unaudited)		8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		11
Item 4.	Controls and Procedures		12
	PART 2 OTHER INFORMATION
Item 1.	Legal Proceedings		13
Item 1A.	Risk Factors		13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		13
Item 3.	Defaults Upon Senior Securities		13
Item 4.	(Removed and Reserved)		13
Item 5.	Other Information		13
Item 6.	Exhibits		14
	SIGNATURE		14

3

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

Assurance Group, Inc.

(A Development Stage Company)

Condensed Balance Sheets

 

		March 31, 2013			December 31, 2012
		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$			$
Total Current Assets		-			-
Total Assets	$	-		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued expenses	$	37,004		$	36,004
Loans payable - related parties		18,359			18,359
Total Current Liabilities		55,363			54,363
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		(341,491	)		(340,491	)
Total Stockholders' Deficiency		(55,363	)		(54,363	)
Total Liabilities and Stockholders' Deficiency	$	-		$	-

See accompanying notes to unaudited condensed 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 March 31,							Development Stage)
		2013			2012			to March 31, 2013
Net Sales	$	-		$	-		$	-
Cost of Sales		-			-			-
Gross profit		-			-			-
Operating Expenses
General and administrative expenses		1,000			5,000			405,828
Total Operating Expenses		1,000			5,000			405,828
Net Loss from Operations		(1,000	)		(5,000	)		(405,828	)
Other Income / (Expense)
Interest expense		-			-			(3,481	)
Gain on forgiveness of debt		-			-			67,818
Total Other Income / (Expenses)		-			-			64,337
Provision for Income  Taxes		-			-			-
Net Loss	$	(1,000	)	$	(5,000	)	$	(341,491	)
Net Loss Per Share  - Basic and Diluted	$	(0.000	)	$	(0.000	)	$	(0.002	)
Weighted average number of shares outstanding
during the period - basic and diluted		161,668,115			161,668,115			139,342,177

See accompanying notes to unaudited condensed financial statements.

5

Assurance Group, Inc.

(A Development Stage Company)

Condensed Statement of Stockholders' Deficiency for the period January 1, 2003 (Re-entering the Development Stage) through March 31, 2013

 (unaudited)

	Common Stock				Add'l Paid in Capital		Convertible Preferred Stock, A&B Par Value $.001			Accumulated Deficit			Deficit Accumulated During the Development Stage			Total Stockholders' Equity (Deficit)
	Number of Shares	at Par Value  $.001
Balance December 31, 2002	92,465,241	$	92,465	$	172,276	$	22,964,345		$	(23,410,667	)	$	-		$	(181,581	)
Net loss 2003	-		-		-		-			-			(88,947	)		(88,947	)
Balance December 31, 2003	92,465,241		92,465		172,276		22,964,345			(23,410,667	)		(266,838	)		(270,528	)
Net loss 2004	-		-		-		-			-			(23,415	)		(23,415	)
Balance December 31, 2004	92,465,241		151,901		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 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 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 2007	-		-		-		-			-			16,234			16,234
Balance December 31, 2007	151,901,448		151,901		23,444,894		0			(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 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 2009	-		-		-		-			-			(36,222	)		(36,222	)
Balance December 31, 2009	161,268,115		161,268		23,531,527		0			(23,410,667	)		(286,826	)		(4,698	)
Common stock issued for services ($0.0100/share)	400,000		400		3,600		0									4,000
Net loss 2010	-		-		-		-			-			(4,452	)		(4,452	)
Balance December 31, 2010	161,668,115		161,668		23,535,127		0			(23,410,667	)		(291,278	)		(5,150	)
Net loss 2011	-		-		-		-			-			(33,297	)		(33,297	)
Balance December 31, 2011	161,668,115		161,668		23,535,127		0			(23,410,667	)		(324,575	)		(38,447	)
Net loss 2012	-		-		-		-			-			(15,916	)		(15,916	)
Balance December 31, 2012	161,668,115		161,668		23,535,127		0			(23,410,667	)		(340,491	)		(54,363	)
Net loss three months ended March 31, 2013	-		-		-		-			-			(1,000	)		(1,000	)
Balance March 31, 2013	161,668,115	$	161,668	$	23,535,127	$	0		$	(23,410,667	)	$	(341,491	)	$	(55,363	)

    See accompanying notes to unaudited condensed financial statements.

6

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 Three Month Ended March 31,						Development Stage)
		2013			2012			to March 31, 2013
Cash Flows From Operating Activities:
Net Loss	$	(1,000	)	$	(5,000	)	$	(341,491	)
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		1,000			5,000			(2,957	)
Net Cash Provided by (Used In) Operating Activities		-			-			(180,361	)
Cash Flows From Financing Activities:
Proceeds from loans payable - related parties		-			-			191,167
Repayment of loans payable - related parties		-			-			(10,806	)
Net Cash Provided by Financing Activities		-			-			180,361
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 unaudited condensed financial statements.

7

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

BASISOF 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 comprehensive presentation of financial position and results of operations. The interim results for the period ended March 31, 2013 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.

DEVELOPMENT STAGE COMPANY

Based upon the Company's business plan, it is a development stage enterprise since planned principal activities have not yet commenced.  As a development stage enterprise, the Company discloses the deficit accumulated during the development stage commencement to the current  balance sheet date on the statements of operations, cash flows and statement of changes in shareholders' deficit.  The Company re-entered the development stage on January 1, 2003.

CASH

Cash consists of deposits in banks and other financial institutions having original maturities of less than ninety days.

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 three months ended March 31, 2013 and 2012.

FAIR VALUEOF 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.

8

NET LOSS PER COMMON 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 March 31, 2013 and 2012, respectively, there were no common share equivalents outstanding.

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.

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, 2009 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.

9

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 has received cash advances from Richard Turner,  CFO of the Company and Barney Richmond CEO of the company, in varying amounts and at various times.  These related party loans were non-collateralized and due on demand.  The balance owed Mr. Turner as of March 31, 2013 is $5,053.  The balance owed to Mr. Richmond as of March 31, 2013 is $11,806.

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. a company that is related to the Company by mutual stockholders and Directors. The total expenses allocated to the Company during the three months ended March 31, 2013 and 2012 were $1,000 and $5,000, respectively.  The balance owed to American Capital Holdings as of March 31, 2013 is $33,166.

Note D. Going Concern

As reflected in the accompanying financial statements, the Company is in the development stage with no operations, has a net loss of $1,000 for the three months ended March 31, 2013, a stockholder's deficiency and a working capital deficiency of $55,363 as of March 31, 2013, and cash used in operations from re-entering the development stage of $180,361. 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.

10

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

Revenue for the three months ended March 31, 2013 was $0 and for the three months ended March 31, 2012 was $0.

Total operating expenses for the three months ended March 31, 2013 was $1,000 compared to $5,000 for the three months ended March 31, 2012.  The Company's operating expenses consisted of professional fees, rent, transfer work, and other administrative costs associated with the preparation of our financial statements and regulatory filings required by publicly traded companies.

For the three months ended March 31, 2013 the Company posted a net loss $1,000.  For the three months ended March 31, 2012 the Company incurred a net loss of $5,000.   

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, 2012.  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 $341,491 and cash used in operations of $180,361 from January 1, 2003 (re-entering the development stage) to March 31, 2013, and a stockholder's deficiency and a working capital deficiency of $55,363 as of March 31, 2013.

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.

11

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission's rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) as of March 31, 2013, pursuant to Rule 13a-15(b) under the Securities Exchange Act.  Based upon that evaluation, our Certifying Officer concluded that, as of March 31, 2013, our disclosure controls and procedures were effective at the reasonable assurance level.

Management's Report on Internal Control over Financial Reporting

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.  There has been no change in our internal control over financial reporting during the three months ended March 31, 2013, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Certifying Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are 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 the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Our Certifying Officer conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework inInternal Control - Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation, he concluded that our internal control over financial reporting was effective as of March 31, 2013.

12

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, 2012 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

13

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-20130331.xml
Exhibit 101.xsd	XBRL Schema Document amnw-20130331.xsd
Exhibit 101.lab	XBRL Labels Linkbase Document amnw-20130331_lab.xml
Exhibit 101.pre	XBRL Presentation Linkbase Document amnw-20130331_pre.xml
Exhibit 101.def	XBRL Definition Linkbase Document amnw-20130331_lab.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: May 14, 2013	By:	/s/ Barney A. Richmond
		Barney A. Richmond
		Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer)
Date: May 14, 2013	By:	/s/ Richard C. Turner
		Richard C. Turner
		Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

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