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): May 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, Fort Worth, Texas 76102

(Address of Principal Executive Offices) (Zip Code)

(817) 878-3300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 May 3, 2005 reporting the Company’s financial results for the fiscal quarter ended March 31, 2005.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Press Release of USHEALTH Group, Inc. dated May 3, 2005 announcing the Company's results for the fiscal quarter ended March 31, 2005.

2

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: May 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 May 3, 2005 reporting the Company's financial results for the fiscal quarter ended March 31, 2005.

4

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:
May 3, 2005

USHEALTH GROUP REPORTS FIRST QUARTER RESULTS

FORT WORTH, Texas, May 3, 2005…USHEALTH Group, Inc. (“USHEALTH”) (USHE.OB) today reported a net loss of ($750,000), or ($.01) per common share, for the first quarter of 2005. For the corresponding prior year period, net income was $71,000, and, after preferred stock dividends of $430,000, the loss applicable to common stockholders was ($359,000) or ($.02) per share. Loss from continuing operations was ($750,000) for the first quarter of 2005 compared to income from continuing operations of $271,000 for the first quarter of 2004.

Total revenues were $23.8 million for the first quarter of 2005 as compared to $26.7 million for the corresponding 2004 period. Total premium revenues decreased by $2.5 million or 10.4% for the first quarter 2005 compared to the corresponding prior year period. The benefits and claims to premium ratio was 68.5% for the first quarter 2005 as compared to 68.2% for the corresponding 2004 period.

Special Situations Holdings, Inc.—Westbridge (“SSH”), a wholly-owned subsidiary of Credit Suisse First Boston LLC, announced on April 18, 2005 that it intends to take USHEALTH private through a “short-form” merger on or about May 16, 2005. SSH currently owns approximately 93% of USHEALTH outstanding common stock which, under Delaware law, is sufficient to effectuate the merger without necessity of seeking approval by either the USHEALTH board of directors or its common stockholders. Common stockholders as of the effective date of the merger will receive $.31 in cash for each share of USHEALTH common stock held.

Mr. Benjamin M. Cutler, Chairman and CEO, commenting on first quarter operations said: “The Company’s first quarter operating loss reflects our increasing investment in marketing and infrastructure initiatives. Becoming a privately held company will greatly facilitate our rebuilding efforts by eliminating costly public company compliance requirements and allowing our management team to focus on strategic initiatives.”

USHEALTH Group, Inc. is an insurance holding company primarily focused on individual health insurance for self-employed individuals and small business owners offered by certain of its insurance subsidiaries. These insurance products are primarily distributed through career agent organizations that 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)

(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, 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.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(000’s omitted, except for per share amounts)
Unaudited

	Three Months Ended March 31,
	2005			2004
First-year premium	$	3,342		$	4,007
Renewal premium		17,985			19,786
Total premiums		21,327			23,793
Net investment income		1,370			1,402
Fee and service income		794			989
Other insurance revenues		351			486
Net realized loss on investments		(4	)		(2	)
Total revenues		23,838			26,668
Benefits and claims		14,604			16,237
Change in deferred policy acquisition costs		372			243
Commissions		2,326			2,678
General and administrative expenses		5,550			5,298
Fee and service operating expenses		656			770
Taxes, licenses and fees		817			919
Interest expense on notes payable		263			252
Total expenses		24,588			26,397
(Loss) income from continuing operations before
income taxes		(750	)		271
Federal income taxes		-			-
Net (loss) income from continuing operations		(750	)		271
Loss from discontinued operations, before income taxes		-			(200	)
Federal income taxes		-			-
Net loss from discontinued operations		-			(200	)
Net (loss) income		(750	)		71
Preferred stock dividends		-			430
Loss applicable to common stockholders	$	(750	)	$	(359	)
Basic and diluted loss from continuing
operations per common share	$	(.01	)	$	(.01	)
Basic and diluted loss per common share	$	(.01	)	$	(.02	)
Weighted average shares outstanding:
Basic and diluted		50,661			14,754

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

		March 31, 2005		December 31, 2004
		(Unaudited)		(Audited)
Assets
Investment assets, at market value	$	104,877	$	104,820
Cash		1,253		1,041
Accrued investment income		1,337		1,348
Deferred policy acquisition costs		20,327		20,700
Agent receivables, net		3,039		3,498
Property and equipment		1,780		1,942
Other assets		5,899		6,759
Total Assets	$	138,512		140,108
Liabilities and Equity
Policy liabilities	$	78,987	$	78,112
Notes payable		16,723		16,478
Other liabilities		10,676		10,778
Total Liabilities		106,386		105,368
Common Stockholders' Equity (1)		32,126		34,740
Total Liabilities and Equity	$	138,512	$	140,108

(1) Stockholders’ equity includes unrealized gains on investment assets of $1.0 million at March 31, 2005 and $2.8 million at December 31, 2004.