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, 2012


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 x 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 ~~November~~May 2114, ~~2011~~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.

Assurance Group, Inc.

(A Development Stage Company)
INDEX

		Page
	PART 1 FINANCIAL INFORMATION
Item 1	Condensed Financial Statements		4
	Condensed Balance Sheets as of September 30, 2011 (unaudited) and December 31, 2010		4
	Condensed Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011		4
	Condensed Statements of Operations for the Three and Nine Month Periods Ended September 30, 2011 and 2010 and for the period from January 1, 2003 (Re-entering the Development Stage) through September 30, 2011 (unaudited)		5
	Condensed Statements of Operations for the Three Months Ended March 31, 2012 and 2011 and for the period from January 1, 2003 (Re-entering the Development Stage) through March 31, 2012 (unaudited)		5
	Condensed Statement of Changes in Stockholders' Deficit for the Period from January 1, 2003 (Re-entering the Development Stage) through September 30, 2011 (unaudited)		6
	Condensed Statement of Changes in Stockholders' Deficiency for the Period from January 1, 2003 (Re-entering the Development Stage) through March 31, 2012 (unaudited)		6
	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010 and for the period from January 1, 2003 (Re-entering the Development Stage) through September 30, 2011 (unaudited)		7
	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011 and for the period from January 1, 2003 (Re-entering the Development Stage) to March 31, 2012 (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

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

Assurance Group, Inc.

(A Development Stage Company)

Condensed Balance Sheets

				September 30, 2011			December 31, 2010
		March 31, 2012			December 31, 2011
		(Unaudited)		~~(Unaudited)~~
ASSETS
Current Assets
Cash and cash equivalents	$		$	-$		$	-
Total Current Assets		-		-	-		-
Total Assets	$	-	$	-$	-	$	-
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued expenses	$	29,154	$	~~20,504~~$	24,154	$	~~1,904~~
Loans payable - related parties	~~Loans payable - related parties~~	14,293		~~12,791~~	14,293		~~3,246~~
Total Current Liabilities		43,447		~~33,295~~	38,447		~~5,150~~
Commitments and Contingencies
Stockholders' Deficiency
	Convertible preferred stock- Series A, $.001 par value, 25,000,000 shares
Convertible preferred stock- Series A, $.001 par value, 25,000,000 shares authorized, none issued and outstanding		-			-
	authorized, none issued and outstanding			-			-
Convertible preferred stock- Series B, $.001 par value, 15,000,000 shares authorized, none issued and outstanding		-			-
	Convertible preferred stock- Series B, $.001 par value, 25,000,000 shares
Common stock, $0.001 par value; 300,000,000 shares authorized, 161,668,115 shares issued and outstanding		161,668			161,668
	authorized, none issued and outstanding			-			-
Additional paid-in capital		23,535,127			23,535,127
	Common stock, $0.001 par value; 300,000,000 shares authorized,
Accumulated deficit		(23,410,667	)		(23,410,667	)
	161,668,115 shares issued and outstanding			161,668			161,668
Deficit accumulated during the development stage		(329,575	)		(324,575	)
	Additional paid-in capital			23,535,127			23,535,127
Total Stockholders' Deficiency		(43,447	)		(38,447	)
	Accumulated deficit			(23,410,667	)		(23,410,667	)
Total Liabilities and Stockholders' Deficiency	$	-		$	-
	Deficit accumulated during the development stage			(319,423	)		(291,278	)
Total Stockholders' Deficiency				(33,295	)		(5,150	)
Total Liabilities and Stockholders' Deficiency			$	-		$	-

See accompanying notes to unaudited condensed financial statements.

Assurance Group, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(unaudited)

								For the Period from						~~For the Period from~~
								January 1, 2003						~~January 1, 2003~~
								(Re-entering the						~~(Re-entering the~~
		For the Three Month Ended September 30,						For the Nine Month Ended September 30,						Development Stage)
	For the Three Month Ended March 31,							Development Stage)
		2011			2010			2011			2010			to September 30, 2011
		2012			2011			to March 31, 2012
Net Sales	$	-		$	-		$	-		$	-		$	-
Cost of Sales		-			-			-			-			-
Gross profit		-			-			-			-			-
Operating Expenses
General and administrative expenses		85,~~600~~000			214,~~002~~545			28393,~~145~~912			~~2,452~~			~~383,760~~
Total Operating Expenses		85,~~600~~000			214,~~002~~545			28393,~~145~~912			~~2,452~~			~~383,760~~
Net Loss from Operations		(85,~~600~~000	)		(214,~~002~~545	)		(28393,~~145~~912	)		~~(2,452~~	)		~~(383,760~~	)
Other Income / (Expense)
Interest expense		-			-			-(3,481	)		-			~~(3,481~~	)
Gain on forgiveness of debt		-			-			-67,818			-			~~67,818~~
Total Operating Income / (Expenses)		-			-			-			-			64,337
Total Other Income / (Expenses)		-			-			64,337
Provision for Income Taxes		-			-			-			-			-
Net Loss	$	(85,~~600~~000	)	$	(214,~~002~~545	)	$	(28329,~~145~~575	)	$	~~(2,452~~	)	$	~~(319,423~~	)
Net Loss Per Share - Basic and Diluted	$	(0.00000	)	$	(0.00000	)	$	(0.00002	)	$	~~(0.00~~	)
Weighted average number of shares outstanding
during the period - basic and diluted		161,668,115			161,~~268~~668,115			~~161~~136,~~668~~929,~~115~~813			~~161,268,115~~

See accompanying notes to unaudited condensed financial statements.

Assurance Group, Inc.

(A Development Stage Company)

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

for the period January 1, 2003 (Re-entering the Development Stage) through March 31, 2012

(unaudited)

												Deficit
												Accumulated
					Additional		Convertible					During the			Total	~~Total~~
	Number of		Capital		Paid-in		Preferred Stock			Accumulated		Development			Stockholders'	~~Stockholders'~~
	Shares		Stock		Capital		Series A & B			Deficit		Stage			Deficiency	~~Deficiency~~
Balance, December 31, 2002	92,465,241	$	92,465	$	172,276	$	22,964,345		$	(23,410,667)	$	-		$	$(181,581	~~(181,581~~)	)
Net loss for the year ended December 31, 2003	-		-		-		-			-		(88,947	)		(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	~~(270,528~~)	)
Net loss for the year ended December 31, 2004	-		-		-		-			-		(23,415	)		(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	~~(293,943~~)	)
Common stock issued for repayment of debt ($0.0070/share)	41,800,000		41,800		250,822		-			-		-			292,622	~~292,622~~
Net loss for the year ended December 31, 2005	-		-		-		-			-		(61,159	)		(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	~~(62,480~~)	)
Common stock issued for services ($0.0100/share)	6,000		6		54		-			-		-			60	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	~~(1,835~~)	)
Balance, December 31, 2006	134,546,989		134,546		722,451		22,664,771			(23,410,667)		(175,356	)		(64,255	~~(64,255~~)	)
Common stock issued for services ($0.0100/share)	7,402,745		7,403		67,624		-			-		-			75,027	~~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	~~(91,482~~)	)
Balance, December 31, 2007	151,901,448		151,901		23,444,894		-			(23,410,667)		(266,838	)		(80,710	~~(80,710~~)	)
Common stock issued for services ($0.0250/share)	2,000,000		2,000		48,000		-			-		-			50,000	~~50,000~~
Common stock issued for repayment of debt ($0.0300/share)	366,667		367		10,633		-			-		-			11,000	~~11,000~~
Net income for the year ended December 31, 2008	-		-		-		-			-		16,234			16,234	~~16,234~~
Balance, December 31, 2008	154,268,115		154,268		23,503,527		-			(23,410,667)		(250,604	)		(3,476	~~(3,476~~)	)
Common stock issued for services ($0.0500/share)	7,000,000		7,000		28,000		-			-		-			35,000	~~35,000~~
Net loss for the year ended December 31, 2009	-		-		-		-			-		(36,222	)		(36,222	~~(36,222~~)	)
Balance, December 31, 2009	161,268,115		161,268		23,531,527		-			(23,410,667)		(286,826	)		(4,698	~~(4,698~~)	)
Common stock issued for services ($0.0100/share)	400,000		400		3,600		-			-		-			4,000	~~4,000~~
Net loss for the year ended December 31, 2010	-		-		-		-			-		(4,452	)		(4,452	~~(4,452~~)	)
Balance, December 31, 2010	161,668,115		161,668		23,535,127		-			(23,410,667)		(291,278	)		(5,150	~~(5,150~~)	)
Net loss for the nine months ended September 30, 2011	-		-		-		-			-		(28,145	)			(28,145	)
Net loss for the year ended December 31, 2011	-		-		-		-			-		(33,297	)		(33,297	)
Balance, September 30, 2011	161,668,115	$	161,668	$	23,535,127	$	-		$	(23,410,667)	$	(319,423	)		$	(33,295	)
Balance, December 31, 2011	161,668,115		161,668		23,535,127		-			(23,410,667)		(324,575	)		(38,447	)
Net loss for the three months ended March 31, 2012	-		-		-		-			-		(5,000	)		(5,000	)
Balance, March 31, 2012	161,668,115	$	161,668	$	23,535,127	$	-		$	(23,410,667)	$	(329,575	)	$	(43,447	)

See accompanying notes to unaudited condensed financial statements.

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 Nine Months Ended September 30,						Development Stage)
		For the Three Month Ended March 31,						Development Stage)
		2011			2010			to September 30, 2011
		2012			2011			to March 31, 2012
Cash Flows From Operating Activities:
Net Income / (Loss)	$	(285,~~145~~000	)	$	(214,~~452~~545	)	$	(~~319~~329,~~423~~575	)
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		185,~~600~~000			~~450~~14,500			(1910,~~457~~807	)
Net Cash Provided by (Used In) Operating Activities		~~(9,545~~-	)		(~~2,002~~45	)		(~~174~~176,~~793~~295	)
Cash Flows From Financing Activities:
Proceeds from loans payable - related parties		~~9,545~~-			~~2,002~~45			~~185~~187,~~599~~101
Repayment of loans payable - related parties		-			-			(10,806	)
Net Cash Provided by Financing Activities		~~9,545~~-			~~2,002~~45			~~174~~176,~~793~~295
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.

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~~comprehensive presentation of financial position and results of operations. The interim results for the period ended ~~September~~March 3031, ~~2011~~2012 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~~USE ofOF ~~Estimates~~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~~DEVELOPMENT STAGE ~~Recognition~~COMPANY

~~Revenue~~Based upon the Company's business plan, it is ~~recognized~~a ~~when~~development ~~persuasive~~stage enterprise ~~evidence~~since ofplanned anprincipal ~~arrangement~~activities have not yet commenced. As a ~~exists~~development stage enterprise, ~~delivery~~the ~~has~~Company ~~occurred,~~discloses the ~~fee~~deficit isaccumulated during ~~fixed~~the ordevelopment ~~determinable~~stage ~~and~~commencement to the current balance sheet ~~collectability~~date ison ~~assured.~~the ~~The~~statements ~~company~~of ~~had~~operations, nocash ~~revenue~~flows ~~for~~and ~~the~~statement ~~nine~~of ~~months~~changes in shareholders' deficit. The ~~ended~~Company ~~September~~re-entered ~~30,~~the ~~2011~~development stage ~~and~~on ~~2010~~January 1, 2003.

~~Fair Value of Financial Instruments~~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, 2012 and 2011.

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 September 30, 2011 and 2010, respectively, there were no common share equivalents outstanding.

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, 2012 and 2011, 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, ~~2007~~2008 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 September 30, 2011 and 2010, respectively, there were no common share equivalents outstanding.

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 ~~nine~~three months ended ~~September 30~~March 31, ~~2011~~2012 and ~~2010~~2011 were $105,000 and $25,~~452~~000, respectively.

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 $285,~~145~~000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, a stockholder's deficiency and a working capital deficiency of $3343,~~295~~447 as of ~~September~~March 3031, ~~2011~~2012, and cash used in operations from re-entering the development stage of $~~174~~176,~~793~~295. 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.

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

~~Total~~Revenue ~~operating expenses~~ for the three ~~nine~~ months ended ~~September~~March 3031, ~~2011~~2012 was $~~28,145~~0 ~~compared~~and ~~to $2,452~~ for the ~~nine~~three months ~~ended~~ ~~September 30, 2010. The Company's operating expenses were primarily~~ended ~~the~~ March ~~result of keeping the Company current with audit fees~~31, ~~rent,~~2011 ~~transfer~~was ~~work, and other administrative costs~~$0.

~~For~~Total operating expenses for the ~~nine~~three months ended ~~September~~March 3031, ~~2011 the~~2012 ~~Company~~was ~~posted~~$5,000 acompared ~~net loss~~ to $2814,~~145. For~~545 for the ~~nine~~three months ended ~~September~~March 31, 2011. The Company's operating 30 expenses consisted of professional fees, ~~2010~~rent, ~~the~~transfer ~~Company~~work, ~~incurred~~and aother administrative ~~net~~costs ~~loss~~associated with the preparation of ~~$2,452~~our financial statements and regulatory filings required by publicly traded companies.

For the three months ended March 31, 2012 the Company posted a net loss $5,000. For the three months ended March 31, 2011 the Company incurred a net loss of $14,545.

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~~2011. 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 $~~319~~329,~~423~~575 and cash used in operations of $~~174~~176,~~793~~295 from January 1, 2003 (re-entering the development stage) to ~~September~~March 3031, ~~2011~~2012, and a stockholder's deficiency and a working capital deficiency of $3343,~~295~~447 as of ~~September~~March 3031, ~~2011~~2012.

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.

Item 4. Controls and Procedures

~~(a)~~ Evaluation of Disclosure Controls and Procedures

~~Disclosure~~ We ~~controls~~maintain ~~and~~disclosure ~~procedures are~~ controls and ~~other~~ procedures ofthat aare ~~registrant~~ designed to ensure that information required to be disclosed by ~~the~~us ~~registrant~~ in the reports that itwe ~~files~~file or ~~submits~~ ~~under~~submit to the Securities and Exchange ~~Act~~Commission ~~of 1934 (~~under the “Securities Exchange Act”), ~~are~~is ~~properly~~ recorded, processed, summarized, and reported, within the time periods specified inby the Securities and Exchange Commission’'s ~~(“SEC”)~~ rules and forms., ~~Disclosure controls~~ and ~~procedures~~that ~~include~~information ~~processes~~is accumulated and communicated to ~~accumulate~~our ~~and~~management, ~~evaluate~~including ~~relevant~~our ~~information~~principal executive and ~~communicate~~principal ~~such~~financial ~~information~~officer to(whom awe ~~registrant’s management,~~refer ~~including~~to ~~its~~in ~~principal~~this periodic ~~executive~~report ~~and~~as ~~financial~~our ~~officers~~Certifying Officer), as appropriate, to allow ~~for~~ timely decisions regarding required ~~disclosures~~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, 2012, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of March 31, 2012, our disclosure controls and procedures were effective at the reasonable assurance level.

~~(b) CEO~~ Management's ~~and~~Report ~~CFO~~on ~~Certifications~~ Internal Control over Financial Reporting

~~Attached~~ Internal ascontrol ~~Exhibit 31.1~~over ~~and~~financial ~~31.2~~reporting tois ~~this~~a ~~quarterly~~process ~~report~~to ~~are~~provide reasonable ~~certifications~~assurance byregarding ~~our~~the ~~Chief Executive~~reliability ~~Officer~~of ~~(“CEO”)~~financial reporting and ~~Chief~~the ~~Financial~~preparation ~~Officer~~of ~~(“CFO”).~~financial ~~These~~statements ~~certifications~~for ~~are~~external ~~required~~purposes in accordance with ~~Section 302~~GAAP. There ofhas ~~the~~been ~~Sarbanes-Oxley~~no ~~Act~~change ofin ~~2002.~~our ~~This~~internal ~~portion~~control over offinancial ~~our~~reporting ~~quarterly~~during ~~report~~the three months ended March 31, 2012, ~~describes~~ that ~~the~~has ~~results~~materially ofaffected, ~~our~~or ~~controls~~is ~~evaluation~~reasonably ~~referred~~likely to inmaterially affect, ~~those~~our ~~certifications~~internal control over financial reporting.

~~(c)~~ Our ~~Evaluation~~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 ~~Disclosure~~the ~~Controls~~control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and ~~Procedures~~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 in Internal Control - Integrated Framework issued 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, 2012.

~~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. 12

(d) ChangesTable inof Internal Control Over Financial Reporting Contents

~~There were no changes to our internal control over financial reporting or in other factors that~~ ~~materially~~PART ~~affected,~~2. orOTHER ~~are reasonably likely to materially affect, our internal control over~~INFORMATION ~~financial reporting during the period covered by this report.~~

~~(e)~~Item ~~Inherent~~1. ~~Limitations~~Legal ~~of Any Control System~~Proceedings

~~We do not expect that our disclosure controls and procedures or our internal control over financial~~None 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.

12Item 1A. Risk Factors

~~Table~~There ofhave ~~Contents~~been no material changes to the risk factors presently disclosed in our December 31, 2011 Form 10-K.

~~PART~~ Item 2. ~~OTHER~~Unregistered ~~INFORMATION~~Sales of Equity Securities and Use of Proceeds

None

Item 13. ~~Legal~~Defaults ~~Proceedings~~Upon Senior Securities

None

Item 1A4. ~~Risk~~(Removed ~~Factors~~ and Reserved)

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

Item 3. Defaults Upon Senior Securities

None

Item 4. (Removed and Reserved)

Item 5. Other Information

None

Item 6. 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-20110930.xml
Exhibit 101.xsd		XBRL Schema Document amnw-20110930.xsd
Exhibit 101.lab		XBRL Labels Linkbase Document amnw-20110930_lab.xml
Exhibit 101.pre		XBRL Presentation Linkbase Document amnw-20110930_pre.xml
Exhibit 101.def		XBRL Definition Linkbase Document amnw-20110930_def.xml

(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-20120331.xml

Exhibit 101.xsd		XBRL Schema Document amnw-20120331.xsd

Exhibit 101.lab		XBRL Labels Linkbase Document amnw-20120331_lab.xml

Exhibit 101.pre		XBRL Presentation Linkbase Document amnw-20120331_pre.xml

Exhibit 101.def		XBRL Definition Linkbase Document amnw-20120331_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: November 21, 2011	By:	/s/ Barney A. Richmond
Date: May 14, 2013	By:	/s/ Barney A. Richmond
		Barney A. Richmond
		Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer)
Date: November 21, 2011	By:	/s/ Richard C. Turner
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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(d) ChangesTable inof Internal Control Over Financial Reporting Contents

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Filing Compare · ASSURANCE GROUP INC.