8-K

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2005

USHEALTH Group, Inc.

(Formerly, Ascent Assurance, Inc.)
(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of
Incorporation or organization) 1-8538 (Commission File Number) 73-1165000 (IRS Employer Identification No.)

3100 Burnett Plaza, 801 Cherry Street, Unit 33, Fort Worth, Texas 76102

(Address of Principal Executive Offices) (Zip Code)

(817) 878-3300

Registrant’s Telephone Number, Including Area Code

Ascent Assurance, Inc.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This Form 8-K consists of 4 pages. The Exhibit Index is on page 4.

Item 2.02	Results of Operations and Financial Condition.
The information contained in this Item 2.02, including the Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Attached hereto as Exhibit 99.1 is a copy of a press release of USHEALTH Group, Inc. (formerly Ascent Assurance, Inc.) dated March 3, 2005 reporting the Company’s financial results for the fiscal quarter ended December 31, 2004.
Item 9.01	Financial Statements and Exhibits
Exhibit 99.1	Press Release of USHEALTH Group, Inc. dated March 3, 2005 announcing the Company's results for the fiscal quarter ended December 31, 2004.

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SIGNATURES

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 hereunto duly authorized.

	USHEALTH Group, INC.
Dated: March 3, 2005	By: /s/ CYNTHIA B. KOENIG                Cynthia B. Koenig        Senior Vice President and        Chief Financial Officer

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Exhibit Index

Exhibit No.	Exhibit
99.1	Press Release of USHEALTH Group, Inc. dated March 3, 2005 reporting the Company's financial results for the fiscal quarter ended December 31, 2004.

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EX-99.1

Exhibit 99.1

PRESS RELEASE
Source:	USHEALTH Group, Inc.
Corporate	Contact: Cynthia B. Koenig Chief Financial Officer (817) 878-3732

FOR IMMEDIATE RELEASE:                               
March 3, 2005                                                

USHEALTH GROUP REPORTS FOURTH QUARTER RESULTS

FORT WORTH, Texas, March 3, 2005…USHEALTH Group, Inc. (formerly Ascent Assurance, Inc. — AASR.OB) today reported net income of $324,000, or $.01 per common share, for the fourth quarter of 2004, which included a non-recurring loss of ($284,000) from discontinued operations related to the sale of its printing subsidiary. Income from continuing operations was $608,000 for the fourth quarter of 2004. In comparison, for the fourth quarter of 2003, the Company’s net loss was ($871,000), or ($.13) per common share, and the loss from continuing operations was ($562,000).

For the year ended December 31, 2004, the Company reported a net loss of ($2.3) million which included a ($2.1) million loss from discontinued operations and, after preferred stock dividends of $430,000, the net loss applicable to common stockholders was ($2.7) million, or ($.07) per share. Excluding non-recurring charges for executive compensation and severance of $3.0 million, net income from continuing operations was $2.9 million for the year ended December 31, 2004. For the corresponding prior year period, the net loss was ($1.3) million, which included a ($1.1) million loss from discontinued operations and, after preferred stock dividends of $1.8 million, the loss applicable to common stockholders was ($3.1) million or ($.48) per share. Net loss from continuing operations for the year ended December 31, 2003 was ($282,000).

Total revenues were $25.1 million and $103.3 million for the fourth quarter and the year ended December 31, 2004, respectively, as compared to $27.3 million and $117.4 million for the corresponding 2003 periods. Total premium revenues decreased by $1.9 million or 8.0% for the fourth quarter and $9.3 million or 9.2% for the year ended December 31, 2004 as compared to the corresponding prior year periods. The benefits and claims to premium ratios were 64.2% and 65.4% for the three months and year ended December 31, 2004, respectively, as compared to 65.6% and 67.5% for the corresponding 2003 periods.

The Company also announced today a name change to USHEALTH Group, Inc. to more accurately reflect the intended direction of the business operations of the Company and its subsidiaries.

Mr. Benjamin M. Cutler, Chairman and CEO, commenting on fourth quarter operations said: “During the fourth quarter, senior management focused on developing key strategies to enhance the Company’s market presence. The change in corporate name to USHEALTH Group, Inc. is just one product of our new marketing strategy. Significant additional effort and time will be required for our new strategic marketing focus to result in first year premium growth. “

USHEALTH Group, Inc., formerly Ascent Assurance, Inc., is an insurance holding company primarily focused on individual health insurance for self-employed individuals and small business owners. Products are distributed through career agent organizations which are wholly owned subsidiaries. The Company’s goal is to combine the talents of its employees and agents to market competitive and profitable insurance products and provide superior customer service in every aspect of operations. (www.ushealthgroup.com)

Note Regarding Use of Non-GAAP Financial Information

To supplement the consolidated financial statements presented in accordance with GAAP, the Company used non-GAAP measures to disclose, “Excluding non-recurring charges for executive compensation and severance of $3.0 million, net income from continuing operations was $2.9 million for 2004.” The following table exhibits the reconciliation of the non-GAAP financial measures to the presentation under GAAP:

	2004
Net loss from continuing operations	$	(156	)
Special executive compensation and severance		3,035
Excluding non-recurring charges,
net income from continuing operations	$	2,879

The Company believes that the non-GAAP measure provides useful information to both management and investors, thus providing a more meaningful comparison between the information for 2004 and 2003. The presentation of this information is not meant to be considered in isolation, or as a substitute for results prepared in accordance with accounting principles generally accepted in the United States.

(Forward-Looking Statements: The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This press release contains forward-looking statements regarding the intent, belief or current expectations of the Company and members of its senior management team. While the Company believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Factors that would cause actual results to differ materially from those contemplated within this press release can be found in the Company’s Form 10-K for the year ended December 31, 2003 and Forms 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 and Form 8-K dated September 1, 2004. Such factors include, but are not limited to: any limitation imposed on the Company’s ability to control the impact of rising health care costs, especially prescription drugs, and rising medical service utilization rates through product and benefit design, underwriting criteria, premium rate increases, utilization management and negotiation of favorable provider contracts; the impact of changing health care trends on the Company’s ability to accurately estimate claim and settlement expense reserves; the ability of the Company to fund competitive commission advances to its agents from internally generated cash flow or external financing; developments in health care reform and other regulatory issues, including the Health Insurance Portability and Accountability Act and increased privacy regulation, and changes in laws and regulations in key states where the Company operates; the Company’s ability to meet minimum regulatory capital requirements for its Insurance Subsidiaries; the ability of the Company to make additional investment in its Insurance Subsidiaries in the form of capital contributions, if needed, in order for such subsidiaries to comply with regulatory capital or debt covenant requirements; and the loss of key management personnel.)

USHEALTH GROUP, INC.
(Formerly, ASCENT ASSURANCE, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(000’s omitted, except for per share amounts)
Unaudited

	Three Months Ended December 31,						Year Ended December 31,
	2004			2003			2004			2003
First-year premium	$	4,011		$	4,198		$	16,049		$	18,781
Renewal premium		18,307			20,066			76,190			82,793
Total premiums		22,318			24,264			92,239			101,574
Net investment income		1,353			1,353			5,446			6,151
Fee and service income		817			1,309			3,607			7,104
Other insurance revenues		405			503			1,820			2,308
Net realized gain (loss) on investments		161			(92	)		141			238
Total revenues		25,054			27,337			103,253			117,375
Benefits and claims		14,331			15,916			60,344			68,536
Change in deferred policy acquisition costs		379			144			1,119			727
Commissions		2,467			2,730			10,169			11,857
General and administrative expenses		5,619			5,559			21,474			22,497
Fee and service operating expenses		628			977			2,752			5,934
Special executive compensation and severance		-			-			3,035			-
Taxes, licenses and fees		727			950			3,456			3,725
Interest expense on notes payable		264			686			1,029			2,530
Interest expense on redeemable preferred stock		-			937			-			1,851
Total expenses		24,415			27,899			103,378			117,657
Income (loss) from continuing operations before income taxes		639			(562	)		(125	)		(282	)
Federal income taxes		31			-			31			-
Net income (loss) from continuing operations		608			(562	)		(156	)		(282	)
Loss from discontinued operations, before income taxes		(284	)		(309	)		(2,127	)		(1,066	)
Federal income taxes		-			-			-			-
Net loss from discontinued operations		(284	)		(309	)		(2,127	)		(1,066	)
Net income (loss)		324			(871	)		(2,283	)		(1,348	)
Preferred stock dividends		-			-			430			1,759
Income (loss) applicable to common stockholders	$	324		$	(871	)	$	(2,713	)	$	(3,107	)
Basic and diluted income (loss) from continuing
operations per common share	$	.01		$	(.09	)	$	(.02	)	$	(.31	)
Basic and diluted income (loss) per common share	$	.01		$	(.13	)	$	(.07	)	$	(.48	)
Weighted average shares outstanding:
Basic		50,607			6,532			41,662			6,531
Diluted		50,761			6,532			41,662			6,531

USHEALTH GROUP, INC.
(Formerly, ASCENT ASSURANCE, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(000’s omitted)

	December 31, 2004		December 31, 2003
Assets
Investment assets, at market value	$	104,820	$	102,995
Cash		1,041		2,244
Accrued investment income		1,348		1,309
Deferred policy acquisition costs		20,700		21,819
Agent receivables, net		3,498		4,484
Property and equipment		1,942		3,084
Other assets		6,759		7,994
Total Assets	$	140,108	$	143,929
Liabilities and Equity
Policy liabilities	$	78,112	$	81,068
Notes payable		16,478		15,770
Other liabilities		10,778		9,760
Total Liabilities		105,368		106,598
Redeemable convertible preferred stock		-		37,504
Common Stockholders' Equity (1)		34,740		(173	)
Total Stockholders' Equity		34,740		37,331
Total Liabilities and Equity	$	140,108	$	143,929

(1) Stockholders’ equity includes unrealized gains on investment assets of $2.8 million at December 31, 2004 and $3.1 million at December 31, 2003.