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

                                FORM 10-KSB/A
                               Amendment No. 1

       [X] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
                               EXCHANGE ACT OF 1934

                    For the fiscal year ended December 31, 2007

                                       or

       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
                               EXCHANGE ACT OF 1934

                For the transition period from                  to

                        Commission file number 000-52872

                 Assurance Group, Inc. f/k/a  Air Media Now!, Inc.
                ---------------------------------------------------
                  (Name of small business issuer in its character)

                Florida                                 65-1096613
   ----------------------------------        ---------------------------------
     (State or other jurisdiction           (I.R.S Employer Identification No.)
     of incorporation or organization)

     1016 Clemmons St.  Suite 302
            Jupiter, FL                                    33477
   ----------------------------------        --------------------------------
(Address of principle executive offices)                (Zip Code)

Issuer's telephone number, including area code: (561) 745-6789


Securities registered under Section 12 (b) of the Exchange Act:

Title of each class                 Name of each exchange on which registered


Securities registered under Section 12 (g) of the Exchange Act:

        Common Stock, par value $.001 per share    CUSIP NUMBER: 04621L 10 4
                                            FORMER CUSIP NUMBER: 00912Q 10 9
                              (Title of class)

The common stock is currently listed for trading on the National Quotation
Bureau Electronic Pink Sheets with the following trading symbol, AMNW.

Check whether the issuer (1) filed all reports required to be filed by Section
or of the Exchange Act during the past 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 [X] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Registrant's revenues for its most recent fiscal year:      $0.

Aggregate market value of Registrant's voting and non-voting common equity held
by non-affiliates as of December 31, 2007:     [$364,502]


State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. [As of December 31, 2007 the
issuer had had 151,901,448 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.]

Transitional Small Business Disclosure Format (Check one): Yes    ; No X







































Assurance Group, Inc.            Form 10-KSB/A                December 31, 2007
(A Development Stage Company)

INDEX
                                                                    PAGE NO.
                                    PART I

ITEM 1    DESCRIPTION OF BUSINESS.........................................4

ITEM 2    DESCRIPTION OF PROPERTY.........................................5

ITEM 3    LEGAL PROCEEDINGS...............................................5

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............6

                                    PART II

ITEM 5    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........6

ITEM 6    MANAGEMENT'S DISCUSSION AND COMPARISON OF RESULTS OF OPERATIONS.7

ITEM 7    FINANCIAL STATEMENTS AND NOTES TO FINANCIALS............... F-1 10

ITEM 8    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS...................21

ITEM 8A   CONTROLS AND PROCEDURES.........................................21

                                   PART III

ITEM 9    DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS...............22

ITEM 10   EXECUTIVE COMPENSATION..........................................23

ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..23

ITEM 12   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................23

ITEM 13   EXHIBITS AND REPORTS ON FORM 8-K................................24

ITEM 14   PRINCIPLE ACCOUNTANT FEES AND SERVICES..........................24

SIGNATURES AND CERTIFICATIONS.............................................25















Assurance Group, Inc.
(A Development Stage Company)
GENERAL NOTE

Except where otherwise stated, references in this document to "us," "we," or
"the Company" refer to Assurance Group, Inc.  Assurance Group, Inc. changed its
name from Air Media Now!, Inc. on January 10, 2008.  This Form 10-KSB contains
forward-looking statements within the meaning of the "safe harbor" provisions
under Section 21E of the Securities Exchange Act of 1934, as amended, and the
Private Securities Litigation Reform Act of 1995. We use forward-looking
statements in our description of our plans and objectives for the future
operations and assumptions underlying these plans and objectives, as well as in
our expectations, assumptions, estimates and projections about our business and
industry. These forward-looking statements involve risks and uncertainties. Our
actual results could differ materially from those anticipated in such forward-
looking statements as a result of certain factors as more fully described in
this Report.

Forward-looking terminology includes the words "may," "expects," "believes,"
anticipates," "intends," "projects," or similar terms, variation of such terms
or the negative of such terms. These forward-looking statements are used upon
our current expectations and are subject to factors and uncertainties which
could cause actual results to differ materially from those described in such
forward-looking statements. We expressly disclaim any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements
contained in this Report to reflect any change in our expectations or any
changes in events, conditions or circumstances on which any forward-looking
statement is based.

                                    PART I

ITEM 1. DESCRIPTION OF BUSINESS

On August 10, 1997 the Company was formed as August Project II Corp, and on June
13, 2000, the Company 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 name to Assurance Group, Inc. on January 10, 2008.

The Company was a Cellular to Wireless Broad Band Channel Master.  The Company
created and delivered the leading Wireless Collaborative Platform that enabled
Cellular subscribers and organizations to effectively connect, synchronize data,
optimize business processes and manage ongoing relationships with broadband
wireless access while providing real-time intelligence on critical business
information. The Company was uniquely positioned to bridge two converging
marketplaces: Cellular and Internet Infrastructure/Enterprises. The Company did
this through its exclusive license to resell globally patented device and
software solutions.

                                      4
Assurance Group, Inc.
(A Development Stage Company)

DESCRIPTION OF BUSINESS (continued)

On June 20 Mr. Barney A. Richmond acquired just over 39 millions shares of the
Company, becoming its majority shareholder.

On June 28, 2002 the Board of Directors for the Company met and voted to remove
all officers of the Corporations with the following officers of the Corporation,
Barney A. Richmond (Chief Executive Officer) and Harry Timmons (President)
elected to serve until the next annual meeting of the Board of Directors and
until their successors are elected and qualified or until their resignation or
removal pursuant to the bylaws of the Corporation.

During the last quarter of 2002 the Management of the Company made a decision to
cease operations of the Company.  This was due to the fact that new current
management had no experience in the Wireless Telecom industry.

On February 28, 2005 a special meeting of the shareholders of the Company was
held.  A motion was passed to elect Barney Richmond as Chief Executive Officer,
President, Secretary and Director and to elect Richard Turner as Treasurer and
Director.

The Company now is seeking acquisition of a Company which management has prior
experience in.  Currently, there are several acquisition opportunities that
Management is evaluating.

The success of the Company's proposed plan of operation will depend primarily on
the success of the acquired company's business operations and the realization of
the business' perceived potential. The funding of this proposed plan will
require significant capital. There can be no assurance that the Company will be
successful or profitable if the Company is unable to raise the funds to provide
this capital, or to otherwise locate the required capital for the operations of
the business. If, for any reason, the Company does not meet the qualifications
for listing on a major stock exchange, the Company's securities may be traded in
the over-the-counter ("OTC") market. The OTC market differs from national and
regional stock exchanges in that it (1) is not sited in a single location but
operates through communication of bids; offers and confirmations between broker-
dealers and (2) securities admitted to quotation are offered by one or more
broker-dealers rather than the "specialist" common to stock exchanges.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company does not own any real property as of December 31, 2007.  Property
has been eliminated per management's decisions to pursue other business avenues.
The Company is located at 1016 Clemmons St. Suite 302, Jupiter, Florida 34477.

ITEM 3.  LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.




                                     5

Assurance Group, Inc.
(A Development Stage Company)

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On February 28, 2005 a special meeting of the shareholders of the Company was
held.  A motion was passed to elect Barney Richmond as Chief Executive Officer,
President, Secretary and Director and to elect Richard Turner as Treasurer and
Director.

On October 30, 2007 the Board of Directors passed a resolution to convert all
remaining outstanding Preferred Stock - Series B to Common Shares. Each share of
Preferred B stock was converted to one share of Common Stock effective October
30, 2007.

                              PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market for Common Equity
The Company's common stock is traded on the Over the Counter Pink Sheets, under
the symbol "AMNW". The CUSIP number is 00912Q 10 9. The following is a table of
the high and low bid prices of the Company's stock for each of the four quarters
of the fiscal year ended December 31, 2006:
            Quarter Ended      High        Low
             12/31/2007        $0.12      $0.01
              9/30/2007         0.01       0.01
              6/30/2007         0.01       0.01
              3/31/2007         0.01       0.01

These quotations reflect interdealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.

(b) Security Holders
The Company has approximately 400 shareholders of record.

On October 30, 2007 9,000,000 shares of Preferred Stock - Series A common shares
where converted to 9,000,000 shares of Common Stock.

The Board of Directors of Assurance Group, Inc. passed a resolution to convert
all remaining outstanding Preferred Stock - Series B to Common Shares. Each
share of Preferred B stock was converted to one share of Common Stock effective
October 30, 2007.

(c) Dividends
There have been no cash dividends declared or paid since the inception of the
Company, and no cash dividends are contemplated to be paid in the foreseeable
future. The Company may consider a potential dividend in the future in either
common stock or the stock of future operating subsidiaries.

The Company does not have any shares subject to options, or any other securities
convertible into shares of the Company's common stock.

The Company was authorized to issue 25 million shares of Series A Convertible
Preferred Stock and 15 million shares of Series B Convertible Preferred Stock.
Each share of convertible preferred stock entitles the holder to one vote at
                                     6
Assurance Group, Inc.
(A Development Stage Company)

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - (continued)

meetings of shareholders and such vote is equal to the voting rights as the
class of common stock shall be entitled.
The holders of preferred stock may convert into fully paid and nonassessable
shares of common stock of the company on a one for one basis after January 1,
2003. In the event of a reverse split of common stock, such action shall have
no effect upon the conversion ratio of the preferred stock; the ratio will
always be one to one.

In the event of a common stock split, such action shall have no effect on the
conversion ratio of the Series A or Series B Preferred Stock.   The conversation
ratio of the Series A and Series B convertible preferred stock shall remain the
same, one share for one share.

ITEM 6. MANAGEMENT'S DISCUSSION AND COMPARISON OF RESULTS OF OPERATIONS

On June 28, 2002 the Board of Directors for the Company met in accordance with
Florida Statutes 607.0821 and 607.0842(2), at which all members of the Board of
Directors were present. The Board of Directors voted to, effective immediately
Remove all officers of the Corporations with the following officers of the
Corporation, Barney A. Richmond (Chief Executive Officer) and Harry Timmons
(President) elected to serve until the next annual meeting of the Board of
Directors and until their successors are elected and qualified or until their
resignation or removal pursuant to the bylaws of the Corporation.

During the last quarter of 2002 Management of the Company made a decision to
cease operations of the Company.  This was due to the fact that new current
management had no experience in the Wireless Telecom industry.

On February 28, 2005 a special meeting of the shareholders of the Company was
held.  A motion was passed to elect Barney Richmond as Chief Executive Officer,
President, Secretary and Director and to elect Richard Turner as Treasurer and
Director.

At the urging of many shareholders who had invested significant amounts of
monies into Syndeos Group, Inc. (renamed Assurance Group, Inc.) during the last
two (2) years, current management was able to accomplish getting the Company's
audits completed, which allows the Company to proceed in a fully reporting
public company status.  Management also believes these steps were necessary in
an effort to recapitalize the Company whereby the shareholders have a chance at
getting a return on their investments.

The Company is now seeking acquisition of a Company which management has prior
experience in.  Currently, there are several acquisition opportunities that
Management is evaluating.

The success of the Company's proposed plan of operation depended primarily on
the success of the acquired company's business operations and the realization of
the business' perceived potential.  The funding of this proposed plan required
significant capital. There can be no assurance that the Company will be
successful or profitable if the Company is unable to raise the funds to provide
                                     7
Assurance Group, Inc.
(A Development Stage Company)

ITEM 6. MANAGEMENT'S DISCUSSION & COMPARISON OF RESULTS OF OPERATIONS- CONTINUED

this capital, or to otherwise locate the required capital for the operations of
the business. If, for any reason, the Company does not meet the qualifications
for listing on a major stock exchange, the Company's securities may be traded in
the over-the-counter ("OTC") market. The OTC market differs from national and
regional stock exchanges in that it (1) is not sited in a single location but
operates through communication of bids; offers and confirmations between broker-
dealers and (2) securities admitted to quotation are offered by one or more
broker-dealers rather than the "specialist" common to stock exchanges.

COMPARISON OF RESULTS OF OPERATIONS:
Year Ended December 31, 2007 vs. Year Ended December 31, 2006.

Revenue for the year ended December 31, 2007 was $0 compared to $0 of
revenue recorded for December 31, 2006.

Cost of sales which includes depreciation expense was $0 for the year ended
December 31, 2007 and $0 for the year ended December 31, 2006.

Total operating expenses for the year ended December 31, 2007 was $89,881
compared to $1,835 for the prior year ended December 31, 2006.

Auditing and Consulting expenses of $76,754 for the year ended December 31, 2007
versus $1,500 for the year ended December 31, 2006 was the result of the company
management focusing its efforts towards keeping the Company current with SEC
reporting and tax filing.

The Company does not have any off-balance sheet arrangements.

RISK FACTORS
THIS FORM CONTAINS CERTAIN "FORWARD -LOOKING STATEMENTS' WHICH REPRESENT THE
COMPANY'S OBJECTIVES, EXPECTATIONS OR BELIEFS, INCLUDING, BUT NOT LIMITED TO,
STATEMENTS CONCERNING INDUSTRY PERFORMANCE, OPERATIONS, ECONOMIC PREFORMANCE,
FINANCIAL CONDITIONS, AND GROWTH STRATEGIES. FOR THIS PURPOSE, ANY STATEMENTS
CONTAINED IN THE FORM THAT ARE NOT STATEMNTS OF HISTORICAL FACT MAY BE DEEMED TO
FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE FOREGOING, WORDS SUCH AS "MAY,"
"WILL," "EXPECT," "BELIEVE," "ANTICIPATE," "INTENED," " ESTIMATE," OR THE
NEGATIVE OR OTHER VARITATIONS THEREOF OR COMPARABLE TERMINOLOGY ARE INTENED TO
IDENTIFY FORWAR-LOOKING STATEMENTS. THESE STATEMENTS BY THEIR NATURE INVOLVE
SUBSTANTIAL RICKS AN UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND OUR CONTROL, AND
ACTUAL RESULTS MAY DIFFER MATERIALLY DEPENDING ON A CARIETY OF IMPORTANT
FACTORS, INCLUDING THOSE DESCRIBED BELOW UNDER THIS "RISK FACTORS" SECTION AND
ELSEWHERE IN THE FORM.

The Company's business is subject to numerous risk factors, including the
following:

NO OPERATING REVENUES. The Company has had no recent revenues or earnings from
operations. The Company will sustain operating expenses without corresponding
revenues. This will result in the Company incurring net operating losses until
the Company can realize profits from the business ventures it intends to
acquire.
                                     8
Assurance Group, Inc.
(A Development Stage Company)

ITEM 6. MANAGEMENT'S DISCUSSION AND COMPARISON OF RESULTS OF OPERATIONS
(continued)

SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS. The success of the
Company's proposed plan of operation will depend primarily on the success of the
Company's business operations. While the Company intends to try to run these
operations profitably there can be no assurance that the Company will be
successful or profitable.

SUCCESS OF OPERATIONS WILL DEPEND ON THE AVAILABILITY OF CAPITAL. Realization of
the business' perceived potential will require significant capital. If the
Company is not able to raise the funds to provide this capital, or to otherwise
locate the required capital for the business, the company may never attain
profitability.

LIMITED TIME COMMITMENT OF MANAGEMENT. While developing the Company's business
plan, seeking business opportunities, and providing managerial resources,
management will not be devoting its full time and efforts to the Company and
will depend on other operational personnel. The Company's directors and officers
have not entered into written employment agreements with the Company and they
are not expected to do so in the foreseeable future. The Company has not
obtained key man life insurance on its officers and directors. Notwithstanding
the limited time commitment of management, loss of the services of these
individuals would adversely affect development of the Company's business and its
likelihood of continuing operations.

CONFLICTS OF INTEREST - GENERAL. Certain conflicts of interest may exist from
time to time between the Company and its officers and directors. They have other
business interests to which they devote their attention, and they will continue
to do so. As a result, conflicts of interest may arise that can be resolved only
through exercise of such judgment as is consistent with the fiduciary duties of
management to the Company.

LACK OF OPERATING HISTORY; DEPENDNCE UPON MANAGEMENT. The Company has been
formed for the purpose of developing and distributing real time computing
solutions through the assembly of business process components. While the
Company's management collectively has many years of business experience it does
not insure that they will be successful in this business model. Furthermore, the
Company, itself has no operating history. The Company is dependent of management
for the implementation of the business model and skills of the Company's
officers and directors. The loss of any of the Company's officers and directors
may have a material adverse effect on the operations of the Company. The Company
does not anticipate purchasing key man life insurance on any of its officers or
directors.

INDEMNIFICATION OF MANAGEMENT. Under most conditions, the Company's officers and
directors may not be held liable to the Company or its share holder for errors
in judgment or other acts of omissions in the conduct of the Company's business
not amounting to fraud, gross negligence or malfeasance because provision have
been made in the Company's Articles of Incorporation holding them harmless and
providing to them indemnifications against liabilities or losses that arise from
such acts or omissions. To the extent that such indemnifications provisions are
invoked, the assets of the Company could be reduced.
                                     9
ASSURANCE GROUP, INC.
(A Development Stage Company)

ITEM 7 FINANCIAL STATEMENTS AND NOTES TO FINANCIALS
The page numbers for the financial statement categories are as follows:


INDEX - PART F/S

ITEM 1    FINANCIAL STATEMENTS

          Report of Independent Registered Public Accounting Firm......F-2

          Balance Sheets
           December 31, 2007 and 2006..................................F-3

          Statements of Operations
           Twelve Months Ended December 31, 2007 and 2006..............F-4

          Statement of Changes in Shareholders' Equity
           From December 31, 2004, through December 31, 2007...........F-5

          Statements of Cash Flows
           Twelve Months Ended December 31, 2007 and 2006..............F-6

          Notes to Financial Statements................................F-7






























                                     F-1
                  Wieseneck, Andres & Company, P.A.
                    Certified Public Accountants
                    772 U.S. Highway 1, Suite 100
                   North Palm Beach, Florida 33408
                            (561) 626-0400


Thomas B. Andres, C.P.A.*, C.V.A.                 FAX (561) 626-3453
Paul M. Wieseneck, C.P.A.
*Regulated by the State of Florida


          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
Assurance Group, Inc.
Jupiter, Florida

We have audited the accompanying consolidated balance sheets of Assurance Group,
Inc. as of December 31, 2007 and 2006, and the related consolidated statements
of operations, changes in stockholders' equity, and cash flows for the year
ended December 31, 2007 and 2006.  These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards established by the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the 2007 and 2006 financial statements referred to above present
fairly, in all material respects, the financial position of Assurance Group,
Inc. as of December 31, 2007 and 2006 and the results of its operations and cash
flows for the years ended December 31, 2007 and 2006 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note F to the
financial statements, the Company's current liabilities exceed current assets by
approximately $64,000 and the Company has incurred net operating losses since
inception.  These conditions raise substantial doubt about its ability to
continue as a going concern.  Management's plans regarding those matters are
also described in Note F.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/Wieseneck, Andres & Company, P.A.

North Palm Beach, Florida
March 31, 2008

                                     F-2
Assurance Group, Inc.
(A Development Stage Company)
BALANCE SHEET
December 31, 2007
                                         December 31, 2007    December 31, 2006
                                         ------------------  ------------------
Assets
Current Assets
         Cash                            $             -     $             -
                                         ------------------  ------------------
            Total Current Assets                       -                   -
                                         ------------------  ------------------

Liabilities & Stockholders' Equity
Current Liabilities
         Accounts Payable                           67,880              39,961
         Note Payable: Shareholders                 12,830              24,294
                                         ------------------  ------------------

             Total Current Liabilities              80,710              64,255
                                         ------------------  ------------------

Stockholders' Equity
      Common Stock, $.001 par value                151,901             134,547
       300,000,000 shares authorized
       151,901,448 and 134,546,989
       shares outstanding.
      Paid in Capital                           23,444,894             722,451
      Convertible Preferred Stock, $.001 par
         Series A - 25,000,000 shares of                 0               9,000
          voting convertible shares authorized
          0 and 9,000,000 shares outstanding.
         Paid in Capital - Series A                      0          21,977,000
         Series B - 15,000,000 shares of                 0                 951
          voting convertible shares authorized
          0 and 951,714 shares outstanding.
         Paid in Capital - Series B                      0             677,819
      Accumulated deficit                      (23,677,505)        (23,586,023)
                                         ------------------  ------------------

                  Total Equity                     (80,710)            (64,255)
                                         ------------------  ------------------

      Total Liabilities &
      Stockholders' Equity               $             -     $             -
                                         ==================  ==================






Read Accompanying Notes and Accountants' Report.



                                     F-3
Assurance Group, Inc.
(A Development Stage Company)
Statement of Operations
December 31, 2007 and 2006
                                         December 31, 2007   December 31, 2006
                                         ------------------  ------------------
   Income                                 $            -      $             -
                                         ------------------  ------------------
       Total Income                               -                    -

   Cost of Goods                                       -                    -
                                         ------------------  ------------------
       Total COGS                                 -                    -
                                         ------------------  ------------------
   Gross profit                                        -                    -
                                         ------------------  ------------------
Ordinary Income/Expense
   Expenses
      Professional Fees                             14,754               1,500
      Consulting Fees                               62,000                  -
      Other General and Administrative              13,127                 335
                                         ------------------  ------------------
       Total Expenses                          89,881               1,835
                                         ------------------  ------------------

   Net Ordinary Income                             (89,881)             (1,835)
                                         ------------------  ------------------
   Other Income/Expense
      Other Income
         Interest Income                               -                    -
                                         ------------------  ------------------
       Total Other Income                               -                    -
                                         ------------------  ------------------
       Other Expense
         Interest Expense                           (1,601)                 -
                                         ------------------  ------------------
      Total Other Expense                              -                    -
                                         ------------------  ------------------
   Net Other Income                                    -                    -
                                         ------------------  ------------------
Net Income                                         (91,842)             (1,835)
                                         ==================  ==================



Basic and Diluted Loss Per Voting Share   $         (0.001)   $         (0.000)
                                         ==================  ==================

Wt. Avg. of Voting Shares Outstanding          146,021,000         144,496,000
                                         ==================  ==================


The accompanying notes are an integral part of the financial statements.


                                     F-4

Assurance Group, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
From December 31, 2004 through December 31, 2007


                   Common Stock              Convertible
                   -----------               Preferred
                Number    Par    Additional  Stock, A&B      Total       Stock-
                  Of      Value    Paid In    Par Value     Accumlt'd    olders'
               Shares    $0.001   Capital     $0.001        Deficit      Equity
            -----------  ------- ---------- -----------   -----------   --------
Balance
Dec 31 2004  92,465,241  $92,465  $ 172,276 $22,964,345 $(23,523,029) $(293,942)

Issuance of
Shares of Common
Stock        41,800,000   41,800    250,822        -             -      292,622

Net Loss          -          -        -            -         (61,159)   (61,159)
            -----------  ------- ---------- -----------   ----------- ----------
Balance
Dec 31 2005 134,265,241  134,265    423,098  22,964,345  (23,584,188)   (62,480)
            -----------  ------- ---------- -----------   ----------- ----------
Common Shares
Issued            6,000        6         54        -             -           60

Preferred Shares
Converted To
Common          275,748      276    299,348    (299,574)         -            -

Net Loss            -          -       -           -          (1,835)    (1,835)
            -----------  ------- ---------- -----------   ----------- ----------
Balance
Dec 31 2006 134,546,989  134,547    722,451  22,664,771  (23,586,023)   (64,255)
            -----------  ------- ---------- -----------   ----------- ----------
Common Shares
Issued        7,402,745    7,403     67,625        -              -      75,027

Preferred
Shares
Converted
To Common     9,951,714    9,952 22,654,819 (22,664,771)          -           -

Net Loss            -          -       -           -         (91,482)   (91,482)
            -----------  ------- ---------- -----------   ----------- ----------
Balance
Dec. 31
2007        151,901,448 $151,901 $23,444,894 $     -    $(23,677,505) $ (80,710)
            ===========  ======= ========== =========== ============  ==========



The accompanying notes are an integral part of the financial statements.

                                     F-5

Assurance Group, Inc.
(A Development Stage Company)
Statement of Cash Flows
For The Year Ended December 31, 2007 and 2006

                                           December 31, 2007   December 31, 2006
                                          ------------------  ------------------
   Operating Activities
      Net Income                          $        (91,482)    $        (1,835)
      Adjustments to Reconcile Net Income
      to Net Cash Provided by Operations:
         Increase in Accounts Payable               27,919                 -
         Note Payable: Shareholder                 (11,464)              1,835
                                          ------------------  ------------------
   Net Cash Provided by Operating Activities       (75,027)                -
                                          ------------------  ------------------

   Financing Activities
      Issuance of Common Stock                       7,403
      Paid In Capital                               67,624                  -
                                          ------------------  ------------------
   Net Cash Provided by Financing Activities        75,027
                                          ------------------  ------------------

  Net Cash Increase for Period                          -                   -
                                          ------------------  ------------------
  Cash at Beginning of Period                           -                   -

  Cash at End of Period                   $             -      $            -
                                          ==================  ==================










Read Accompanying Notes and Accountants' Report.















                                     F-6
Assurance Group, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE A - HISTORY AND DESCRIPTION OF BUSINESS

Assurance Group, Inc., (the Company) (formerly known as August Project II
Corporation, Traffic Engine.com, Inc., Traffic Engine Holdings, Inc., Syndeos
Group, Inc. and Air Media Now!, Inc.) is a publicly traded company incorporated
under the laws of the State of Florida on July 10, 1997.  The company is not a
reporting company but is currently listed for trading on the National Quotation
Bureau Electronic Pink Sheets with the following trading symbol, AMNW.  On
January 2, 2001, the Company merged with Traffic Engine, Inc., a Florida
Corporation, and accounted for the merger as a pooling of interest.  On November
8, 2001, the Company merged with Syndeos Corporation, formerly known as Premier
Plus which was incorporated under the laws of the State of Florida in 1999.  The
merger was accounted for in accordance with the purchase method.  All Companies
are in the Development Stage.

The Company provided a complete line of wireless devices, content and web
services that used patented automatic switching technology (ASNAPT) to
seamlessly handoff between existing cellular networks and emerging Wireless
Local Area Networks (WI-FIT) around the world.  Its real-time Wireless
Collaborative Area Network (WCANT) Computing Solutions synchronized existing
legacy and emerging internet based applications to the wireless device in order
to provide security, improve delivery and reduce costs.

As a distributor and global leader of broadband wireless web services
technology, its exclusive license to resell Calypso Wireless ASNAPT technology
solves problems inherent to seamless hand offs between cellular and wireless
networks.  Its security and synchronization technology would have enabled users
to extend their business enterprise and/or home environment to mobile devices.
The Company believes that its end to end solution enables the acceleration of
the deployment of high bandwidth mobile handsets, PDA's, Portable Personal
Computers, notebooks and new emerging wireless form factors. The Company was to
sell their service throughout the United States and in foreign countries.

Due to changes in the economic environment, the Company has abandoned the above
described business goals and has directed its efforts to other, yet unspecified,
business pursuits.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION, USE OF ESTIMATES
The Company maintains its accounts on the accrual basis of accounting.  The
preparation of financial statements in conformity with 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.  All inter-company accounts
and transactions have been eliminated from the consolidated financial
statements.


                                     F-7
Assurance Group, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

DEPRECIATION
Property and equipment is recorded at cost and are being depreciated using the
straight-line method over the estimated useful lives of the related assets.
Expenditures for maintenance and repairs are charged to expense as incurred.
Major improvements are capitalized.  Management reviews long-lived assets
annually for impairment.  The useful lives assigned to property and equipment to
compute depreciation are 2-10 years for computer hardware and 10 years for
furniture, fixtures and equipment.

REVENUE RECOGNITION
The Company's revenue recognition policy is consistent with the Statement of
Position No. 97-2, Software Revenue Recognition, as amended.  License revenues
are comprised of fees for the Company's software products.  Revenue from license
fees will be recognized when an agreement has been signed, delivery of the
product has occurred, the fee is fixed or determinable and collectability is
probable.  Other service revenue is derived from related maintenance and support
contracts.  The revenue from maintenance contracts is to be recognized on a
straight-line basis over the life of the related agreement.

EARNINGS (LOSS) PER SHARE
In March 1997, the FASB issued SFAS No. 128, "Earnings per Share."  This
Statement was effective for interim and fiscal periods ending after December 15,
1997.  This Statement requires the presentation of (a) diluted earnings per
share, whose calculations includes not only average outstanding common shares
but also the impact of dilutive potential common shares such as outstanding
common stock options; and (b) basic earnings per share which includes the effect
of outstanding common shares but excludes dilutive potential common shares.
Although including potential common shares in the diluted per share computations
may be dilutive to their comparable basic per share amounts, no potential common
shares are included in the computation of any diluted per share amount when a
loss from continuing operations exists.

INCOME TAXES
The Company accounts for income taxes under the asset and liability method,
whereby deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between financial statement carrying
amounts of existing assets and liabilities and their respective tax basis.
Deferred tax assets and liabilities are measured using tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled.  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 realizability of deferred tax assets is
assessed throughout the year and a valuation allowance is established
accordingly.




                                     F-8


Assurance Group, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes.  Actual results could differ from those
estimates.

NOTE C - PROPERTY AND EQUIPMENT

The Company has no property and equipment as of September 30, 2007.  Property
and equipment has been eliminated per management's decisions to pursue other
business avenues.  (See Subsequent Events).

NOTE D - INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes, as well as operating loss
carry forwards.  Significant components of the Company's deferred income tax
assets at December 31, 2007:

     Deferred tax assets:
        NOL carryforwards                 $   23,500,000
                                          ---------------
        Deferred tax asset (34%)               7,990,000
        Less valuation allowance              (7,990,000)
                                          ---------------
        Deferred tax assets, net          $            0
                                          ===============

Due to uncertainties surrounding the timing of realizing the benefits of its net
favorable tax attributes in future tax returns, the Company has placed a full
valuation allowance against its deferred tax assets at December 31, 2007.

At December 31, 2007, the Company has approximately $23,500,000 in net operating
loss carryforwards that, if not utilized, portions of which will begin to expire
in 2018.  The utilization of such net operating loss carryforwards and
realization of tax benefits in future years depend predominantly upon having
taxable income.

NOTE E - RECENT ACCOUNTING PRONOUNCEMENTS

In December 1999, the staff of the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101("SAB 101").  SAB 101 summarizes certain areas
of the Staff's views in applying generally accepted accounting principles to
revenue recognition in financial statements.  The Company adopted SAB 101
beginning July 1, 2000.  The adoption of SAB 101 had no impact on operating
results and financial position.


                                     F-9
Assurance Group, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE E - RECENT ACCOUNTING PRONOUNCEMENTS - CONTINUED

The FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities ("SFAS No. 133", as amended by SFAS No. 138).  This statement
establishes accounting and reporting standards requiring that every derivative
instrument, including certain derivative instruments embedded in other
contracts, be recorded in the balance sheet as either an asset or liability
measured at its fair value.  The statement also requires that changes in the
derivative's fair value be recognized in earnings unless specific hedge
accounting criteria are met.  The Company adopted SFAS No. 133 beginning July 1,
2000.  The adoption of SFAS No. 133 had no impact on operating results and
financial position.

In July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS No.
142, Goodwill and Other Intangible Assets.  These standards, among other things,
eliminate the pooling of interests method of accounting for future acquisitions
and require that goodwill no longer be amortized, but instead be subject to
impairment testing at least annually.  SFAS No. 142 must be adopted in fiscal
years beginning after December 15, 2001 as of the beginning of the fiscal year.
Companies with fiscal years beginning after March 15, 2001 may early adopt
provided they have not yet issued their first quarter financial statements.
Goodwill and intangible assets acquired prior to July 1, 2001 will continue to
be amortized and tested for impairment in accordance with pre-SFAS No. 142
requirements until adoption of SFAS No. 142.  Under the provision of SFAS No.
142, intangible assets with definite useful lives will be amortized to their
estimatable residual values over those estimated useful lives in proportion to
the economic benefits consumed.  Such intangible assets remain subject to
impairment provisions of SFAS No. 121.  Intangible assets with indefinite useful
lives will be tested for impairment annually in lieu of being amortized.  The
adoption of SFAS Nos. 141 and 142 will have no impact on operating results and
financial position.

The FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations with
an effective date for financial statements issued for fiscal years beginning
after June 15, 2002.  The statement addresses financial accounting and reporting
for obligations related with the retirement of tangible long-lived assets and
the costs associated with the asset retirement.  The statement requires the
recognition of retirement obligations which will, therefore, generally increase
liabilities; retirement costs will be added to the carrying value of long-lived
assets, therefore, assets will be increased; and depreciation and accretion
expense will be higher in the later years of an assets life than in earlier
years.  The Company adopted SFAS No. 143 January 1, 2002.  The adoption of SFAS
No. 143 had no impact on operating results and financial position.

The FASB also issued SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets and is effective for financial statements issued for fiscal
years beginning January 1, 2002.  This statement addresses financial accounting





                                     F-10
Assurance Group, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE E - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

and reporting for the impairment or the disposal of long-lived assets.  An
impairment loss is recognized if the carrying amount of a long-lived group
exceeds the sum of the undiscounted cash flow expected to result from the use
and eventual disposition of the asset group.  Long-lived assets should be tested
at least annually or whenever changes in circumstances indicate that its
carrying amount may not be recoverable.  This statement does not apply to
goodwill and intangible assets that are not amortized.  The Company adapted SFAS
No. 144 in the first quarter of 2002.

NOTE F - DEVELOPMENT STAGE COMPANY AND FINANCIAL CONDITION

DEVELOPMENT STAGE COMPANY
The company is in the development stage and, to date, has incurred expenses, has
not generated significant revenues and has sustained losses.  Consequently, its
operations are subject to all of the risks and uncertainties inherent in the
establishment of a new enterprise.  For the period ending December 31, 2004, the
Company has accumulated a deficit of $23,000,000.

FINANCIAL CONDITION
The Company is subject to various risks in connection with the operation of its
business including, among other things, (i) inability to satisfy anticipated
working capital or other cash requirements, (ii) changes in the Company's
business strategy or an inability to execute its strategy due to unanticipated
changes in the market, and (iii) the Company's lack of liquidity and its ability
to raise additional capital. Although the Company has been able to arrange
equity financing to date, there can be no assurance that sufficient debt or
equity financing will continue to be available in the future or that it will be
available on terms acceptable to the Company.  Failure to obtain sufficient
capital could materially affect the Company's operations.  As a result of the
aforementioned factors and related uncertainties, there is substantial doubt
about the Company's ability to continue as a going concern. As of December 31,
2002, the Company has decided to cease operations, as is. Due to circumstances,
management has changed control and has a settlement agreement has been reached
between previous management and current management that will allow the Company
to continue in a direction that new management deems appropriate.  All assets
were written off as of December 31, 2002.














                                     F-11
Assurance Group, Inc.
(A Development Stage Company)



ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

During the last two fiscal years, the Company has not had any changes in or
disagreements with its accountants.


ITEM 8A.  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. In connection with the
preparation of this Annual Report on Form 10-KSB, an evaluation was carried out
by the Company's management, with the participation of our Chief Executive
Officer and Principal Financial Officer, on the effectiveness of our "disclosure
controls and procedures" (as defined in the Securities Exchange Act of 1934
Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this
Annual Report on Form 10-KSB (the "Evaluation Date").  Disclosure controls and
procedures are designed to ensure that information required to be disclosed in
reports filed or submitted under the Securities Exchange Act is recorded,
processed, summarized and reported within the time periods specified in SEC
rules and forms and that such information is accumulated and communicated to
management, including the Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosures.

During the evaluation of disclosure controls and procedures as of December 31,
2007 conducted during the preparation of our financial statements included in
this annual Report on Form 10-KSB, no material weakness in internal control over
financial reporting was identified.  The reason for this amended filing was
management's failure to file our management's report on Internal Control over
Financial Reporting on the Form 10-KSB filed on April 14, 2008.  Management
believes that this deficiency has been rectified with this amended filing.

Management's Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting.  Our internal control over
financial reporting is a process, under the supervision of our Chief Executive
Officer and Chief Financial Officer, designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the
Company's financial statements for external purposes in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

The Company's management conducted an assessment of the effectiveness of our
internal control over financial reporting as of December 31, 2007 based on the
criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).

                                     21
A material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Company's annual or interim
financial statements will not be prevented or detected on a timely basis.  Our
management has concluded that, as of December 31, 2007, no material weakness
existed in our financial statements.  In addition, our Chief Executive Officer
and our Chief Accounting Officer have reached a conclusion that our Internal
Controls over Financial Reporting are effective.

(b) Changes in internal control over financial reporting. There were no changes
in the Company's internal control over financial reporting during the year
ending December 31, 2007 that materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.


                               PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

The following individuals are our executive officers and the members of our
board of directors. Each director is elected at our annual meeting of
shareholders and holds office until the next annual meeting of shareholders, or
until his or her successor is elected and qualified. Our by-laws permit the
board of directors to fill any vacancy and such director may serve until the
next annual meeting of stockholders or until his or her successor is elected and
qualified. The board of directors elects officers annually and their terms of
office are at the discretion of the board.

Name                        Age                       Positions Held
--------------------        ----               ------------------------------
Barney A. Richmond          55                  Chairman/President/Secretary
                                                         Director

Richard C. Turner           48                  Treasurer/Director

Barney A. Richmond has been President and a Director of the Company since
February 2005. From 1985 to the present, Mr. Richmond has been an independent
advisor and investor in assisting companies, as well as individuals, regarding
public offerings, mergers, reverse mergers and a variety of corporate financing
issues. Mr. Richmond has also been an investor in numerous reorganizations and
business turnarounds, including many substantial bankruptcy reorganizations.

Mr. Richmond has been a member of the Boards of Directors of the Richmond
Company, Inc., Benny Richmond, Inc., 877 Management Corporation, King
Technologies, Inc., King Radio Corporation, JSV Acquisition Corporation, Chase
Capital, Inc., Berkshire International, Inc. and Dunhall Pharmaceuticals, Inc.

Richard C. Turner has been Treasurer and Director of the Company since February
2005. From September 1990, until May 2001, Mr. Turner was employed as an
accountant by Glenn G. Schanel, CPA, where he was responsible for corporate and
individual tax returns, business write-up services, and business consulting
services, including computer and database management. Prior to 1990, Mr. Turner
was Vice President of Finance at First American Bank, Lake Worth, Florida,
responsible for financial reporting, budgeting and cost accounting.


                                     22
Assurance Group, Inc.
(A Development Stage Company)

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS (CONTINUED)

Our Board of Directors has determined that we have at least one financial
expert, Richard Turner, serving on our audit committee. Since Mr. Turner is an
officer of the Company, as well as a director, he is not considered independent.

A Code of Ethics that applies to our chief executive and senior financial
officers as well as a Code of Business Conduct and Ethics that applies to all
employees, have been drafted and presented to our Board of Directors. Both Codes
will be considered for adoption by the Board of Directors at its next meeting.

ITEM 10.  EXECUTIVE COMPENSATION

No other executive officer currently receives compensation from the Company.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, 2007, there were a total of 151,901,448 common and preferred
shares of the Company's stock outstanding. The table below shows the number of
shares of common stock held by (a) each director and executive officer of the
Company, (b) the directors and executive officers of the Company as a group, and
(c) each person known by us to be the beneficial owner of more than 5% of the
Company's outstanding stock.

                                              Number of         % of Shares
Name and Address                              Shares Owned      Outstanding
--------------------------------------------- ------------      -----------
Barney A. Richmond, Director, President & CEO   4,750,000            3.1%
Jupiter, FL

Richard C. Turner, Director, Treasurer & CFO    4,500,000            3.0%
Palm Beach Gardens, FL

Sherry L. Cherrix                              33,200,000           21.9%
Jupiter, FL

American Capital Holdings, Inc.                79,892,019           52.6%
Jupiter, FL

United States Financial Group, Inc.            13,600,000            6.0%
Jupiter, FL
                                              ------------      -----------
All Directors & Executive Officers
     as a group (2 persons)                     9,250,000            6.1%
                                              ============      ===========

ITEM 12   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In June 2005, the Company issued 33,200,000 shares of common stock in
cancellation of $232,422 of debt to Sherry L. Cherrix, a beneficial owner of
more than 5% of the Company's outstanding stock.

In June 2005, the Company issued 8,600,000 shares of common stock for services
                                     23
ITEM 12   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - (CONTINUED)

rendered in the amount of $60,200 to United States financial Group, a beneficial
owner of more than 5% of the Company's outstanding stock.

On September 30, 2007 1,187,100 shares of Common Stock were issued for services
rendered to United States Financial Group, Inc.

On September 30, 2007 1,190,645 shares of Common Stock were issued for repayment
of debt owed to American Capital Holdings, Inc. of $11,906.45

On October 24, 2007 5,000,000 shares of Common Stock were issued to United
States Financial Group, Inc. for services rendered.

The above listed shares were issued in reliance upon Section 4(2) of the
Securities Act.  A legend was placed on the certificates stating that the
securities were not registered under the Securities Act and setting forth
appropriate restrictions on their transfer or sale.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
     Exhibit No.           Description
    -----------      ----------------------------------------------------------
     Exhibit 3.1      Articles of Incorporation of the Company filed August 10,
                      1997 (incorporated by reference to the Company's Form
                      8-A12G filed on October 24, 2007 SEC Accession Number
                      0001175501-07-000004)

     Exhibit 3.2      Articled of Amendment filed with the Florida Secretary of
                      State on January 10, 2008.  The amendment changed the
                      name of the Company from Air Media Now!, Inc. to
                      Assurance Group, Inc. (incorporated by reference to the
                      Company's Form 10-KSB filed on April 14, 2008)

     Exhibit 31.1     Certification required under Section 302 of the
                      Sarbanes-Oxley Act of 2002 by the CEO

     Exhibit 31.2     Certification required under Section 302 of the
                      Sarbanes-Oxley Act of 2002 by the CFO

     Exhibit 32       Section 1350 Certification

ITEM 14.  PRINCIPLE ACCOUNTANT FEES AND SERVICES

Audit Fees.
The aggregate fees billed to the Company for professional services rendered for
the audit of the Company's annual financial statements, review of the Company's
quarterly financial statements, and other services normally provided in
connection with statutory and regulatory filings or engagements was $14,754 for
the year ended Dec. 31, 2007, and $1,500 for the year ended Dec. 31, 2006.

Other Fees.
Other fees billed to the Company by accountants for compilation, consultation
services, research and client assistance totaled $0 for the year ended December
31, 2007, and $0 for the year ending December 31, 2006.
                                     24
Assurance Group, Inc.
(A Development Stage Company)

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Assurance Group, Inc.
(Registrant)
By   /s/ Barney A. Richmond
     ----------------------
     Barney A. Richmond, Chief Executive Officer
Date: September 6, 2008

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By   /s/ Barney A. Richmond
     ----------------------
     Barney A. Richmond, Chief Executive Officer
Date: September 6, 2008

By   /s/ Richard C. Turner
     ----------------------
     Richard C. Turner, Chief Financial Officer
Date: September 6, 2008



























                                     25
Exhibit 31.1
I, Barney A. Richmond, certify that:
(1) I have reviewed this Annual Report on Form 10-KSB/A of Assurance Group, Inc.

(2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

(4) The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f) for the small business issuer and have:
  (a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others within the
company, particularly during the period in which this report is prepared;
  (b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
  (c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
  (d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

(5) The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
  (a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
  (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

Date: September 6, 2008
        /s/ Barney A. Richmond
      --------------------------
      Barney A. Richmond, Chief Executive Officer

                                     26
Exhibit 31.2

I, Richard C. Turner, certify that:
(1) I have reviewed this Annual Report on Form 10-KSB/A of Assurance Group, Inc.

(2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

(4) The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f) for the small business issuer and have:
  (a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to us by others within the
company, particularly during the period in which this report is prepared;
  (b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
  (c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
  (d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

(5) The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
  (a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
  (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

Date: September 6, 2008
        /s/ Richard C. Turner
      -------------------------
      Richard C. Turner, Chief Financial Officer
                                     27
Assurance Group, Inc.
(A Development Stage Company)

Exhibit 32

In connection with the Annual Report of Assurance Group, Inc.(the "Company") on
Form 10-KSB/A for the period ending December 31, 2007 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Barney A.
Richmond, President of the Company, and Richard C. Turner, Treasurer of the
Company, certify, pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

     (1)     the Report fully complies with the requirements of Section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

     (2)     the information contained in the Report fairly presents, in all
               material respects, the financial condition and result of
               operations of the Company.

     /s/ Barney A. Richmond
     ______________________
     Barney A. Richmond, Chief Executive Officer
     September 6, 2008

     /s/ Richard C. Turner
     ______________________
     Richard C. Turner, Chief Financial Officer
     September 6, 2008

[A signed original of this written statement required by Section 906 has been
provided to Assurance Group, Inc. and will be retained by Assurance Group, Inc.
and furnished to the Securities and Exchange Commission or its staff upon
request.]

Exhibits to Form 10-KSB/A will be provided to shareholders of the Registrant
upon written request addressed to Assurance Group, Inc., 1016 Clemmons St.,
Suite 302, Jupiter, Florida 33477. Any exhibits furnished are subject to a
reasonable photocopying charge.

The Securities and Exchange Commission has not approved or disapproved of this
Form 10-KSB/A nor has it passed upon its accuracy or adequacy.












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