##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For
	the fiscal year ended December 31, 2010

or



|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For
	the transition period from                    
	to                    .
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

COMMISSION FILE NUMBER (000-52872)






(Exact name of registrant as specified in its charter)







|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|FLORIDA                                                       |  | 65-1096613                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|1150 S US Highway 1, Suite 301Jupiter, FL                     |  | 33477-7236                         
|(Address of principal executive offices)                      |  | (Zip Code)                         

(561) 249-1354

(Registrant's telephone number, including area code)





SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE

SECURITIES EXCHANGE ACT OF 1934:   NONE



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of Each Class |  | Name of Each Exchange on Which Registered
|                    |  |                                          
|                   

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934:

|Title of Each Class                                                                              
|-------------------------------------------------------------------------------------------------
|Common Stock, par value .001 per share      CUSIP NUMBER: 
04621L 10 4      TRADING SYMBOL:  AMNW





---

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  o    No  x



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YesoNo  x



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 90days.    Yes  o    No   x



Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)    Yes  o    No  x



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not 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-K or any amendment to this Form10-K.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. See the definitions of
"large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule12b-2 of the Exchange Act.



Large accelerated fileroAccelerated fileroNon-accelerated fileroSmaller reporting company  x



Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes  x    No
o



The aggregate market value of the Common Stock held by non-affiliates:  Currently there is no trading market for the Registrant's Common Stock.



Shares of Common Stock outstanding as of
March 30, 2011: 161,668,115 shares.



2



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##### Table of Contents

ASSURANCE GROUP, INC.

(A Development Stage Company)

INDEX



|         |  |                                                                                                              |  |           
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----------
|         |  |                                                                                                              |  | PAGENUMBER
|         |  | PART I                                                                                                       |  |           
|Item 1.  |  | Business                                                                                                     |  | 3         
|Item 1A  |  | Risk Factors                                                                                                 |  | 8         
|Item 1B  |  | Unresolved Staff Comments                                                                                    |  | 9         
|Item 2.  |  | Properties                                                                                                   |  | 9         
|Item 3.  |  | Legal Proceedings                                                                                            |  | 9         
|Item 4.  |  | Removed and Reserved                                                                                         |  | 9         
|         |  |                                                                                                             
|         |  | PART II                                                                                                      |  |           
|Item 5.  |  | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 10        
|Item 6.  |  | Selected Financial Data                                                                                      |  | 11        
|Item 7.  |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                        |  | 11        
|Item 7A  |  | Quantitative and Qualitative Disclosures about Market Risk                                                   |  | 11        
|Item 8.  |  | Financial Statements and Supplementary Data                                                                  |  | 12        
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 21        
|Item 9A  |  | Controls and Procedures                                                                                      |  | 21        
|Item 9B  |  | Other Information                                                                                            |  | 21        
|         |  |                                                                                                             
|         |  | PART III                                                                                                     |  |           
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                                       |  | 22        
|Item 11. |  | Executive Compensation                                                                                       |  | 22        
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 23        
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 23        
|Item 14. |  | Principal Accounting Fees and Services                                                                       |  | 24        
|         |  |                                                                                                             
|         |  | PART IV                                                                                                      |  |           
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                   |  | 24        
|         |  | Exhibit Index                                                                                                |  | 24        
|         |  | Signatures                                                                                                   |  | 25        



3



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##### Table of Contents

PART I

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results could differ materially from those set forth in the forward-looking statements. Certain factors that might cause such a difference are discussed in this annual report on Form 10-K, including in the section entitled
"Risk Factors."

When used in this report, the terms "AGI", "we," "our," "us," and "the Company"
refer to Assurance Group, Inc. except where the context otherwise requires or as otherwise indicated.



|ITEM 1. | 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 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.

History of the Company:

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.

On June 20, 2002 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.

4



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##### Table of Contents

ASSURANCE GROUP, INC.

|ITEM 1. | BUSINESS - CONTINUED
|------- | --------------------

The Company got behind with its required SEC filings due to the fact the Company's auditors, Wieseneck & Andres, P.A., had advised management their CPA practice was merging with another firm.  Wieseneck & Andres, P.A. was and has been the auditor for all of the above described subsidiary companies as well as eCom eCom.com, Inc. and American Capital Holdings, Inc. ("ACH") for many years. Also, management was advised in late December, 2007 by Mr. Thomas B. Andres, CPA that he and his firm had accounting issues with Public Company Accounting Oversight Board ("PCAOB") regarding an American Capital Holdings, Inc. ("ACH") audit dating back to 2004. Mr. Andres advised us of his situation on or about December 16, 2007. Prior to that date, management did not know about any communications from the PCAOB. Appended herein as Exhibit No. 99.1 is a copy of PCAOB Release No. 104-2005-117, which was issued on October 27, 2005. Management was totally caught off guard as this issue was not disclosed to us for over two (2+) plus years either by Mr. Andres or by the PCAOB.

To further add to management's confusion regarding a 2004 audit, there were no comments by the SEC examiners regarding ACH's Form 10SB12G dated May 24, 2004 submitted to the SEC. This May 24, 2004 filing was ruled effective by law on July 24, 2004. This Form 10SB12G included a nine (9) month ACH audit by Wieseneck & Andres, P.A. for the period ending February 29, 2004. Additionally, pursuant to the request of SEC Examiners, on January 11, 2005, ACH filed an Amended Form 10SB12G with the SEC. This Amended Form 10SB12 included a Wieseneck & Andres, P.A. audit dated November 10, 2004, which was for the period ending May 31, 2004. There were no comments from the SEC examiners regarding this audit as well.

Enclosed herewith as Exhibit No. 99.2, is a copy of a January 2, 2008 U.S. Postal Certified Mail No. 7002241000543376468 five (5) page detailed correspondence, from ACH addressed to Mr. Mark W. Olsen, Chairman and Ms. Angela Desmond, Chief of Staff of the PCAOB. This letter had eleven (11) accompanying composite exhibits in support of management's response to the above described PCAOB Release.

On February 15, 2008, Claudius Modesti, the PCAOB's Director of Enforcement and Investigations sent a reply letter to Mr. Barney A. Richmond's letters dated December 17, 2007, January 1, 2008 and January 2, 2008. Ms. Modesti's
letter, which is enclosed herein as Exhibit No. 99.3 stated exactly the following:

Dear Mr. Richmond:

"Your recent letters to Chairman Mark W. Olsen and Angela Desmond (dated December 17, 2007, January 1, 2008 and January 2, 2008) concerning American Capital Holdings, Inc. ("ACH") and Wieseneck, Andres & Company, P.A. ("Wieseneck") have been forwarded to my attention: I write to respond to one aspect of your letters. I understand that Gordon Seymour, the PCAOB's General Counsel, will separately respond to another aspect of your letters."

"You refer to potential PCAOB disciplinary action against Wieseneck, and, in connection with that point, you say that you would like to meet with PCAOB staff to discuss aspects of ACH's accounting. PCAOB disciplinary investigations are nonpublic by law and the staff does not disclose, confirm, or deny the existence of particular investigations unless and until they result in a public disciplinary order. In investigating potential auditor misconduct, the staff evaluates evidence gathered from various sources including, where appropriate evidence obtained from an auditor's clients. "In the event that your letters are relevant to issues that we are addressing in any investigation, we will take them into account, and we will follow up to the extent we believe appropriate. While we appreciate your offer to meet and to provide additional documents, we do not at this time see a need for either of those things. If this changes we will contact you."

Sincerely,

Claudius Modesti / Director

5



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##### Table of Contents

ASSURANCE GROUP, INC.

|ITEM 1. | BUSINESS - CONTINUED
|------- | --------------------

On February 15, 2008, Mr. Jay Gordon Seymour, General Counsel for the PCAOB, sent a reply letter to Mr. Barney A. Richmond's December 17, 2007, January 1, 2008 and January 2, 2008 letters. Mr. Seymour's correspondence, which is affixed herein as Exhibit No. 99.4. advised the following:

Dear Mr. Richmond:

"Your recent letters to Chairman Mark W. Olsen and Angela Desmond (dated December 17, 2007, January 1, 2008 and January 2, 2008) concerning American Capital Holdings, Inc. ("ACH") and Wieseneck, Andres & Company, P.A. ("Wieseneck") have been forwarded to my attention: I write to respond to one aspect of your letters. I understand Claudius Modesti, the PCAOB's Director of Enforcement and Investigations, will separately respond to another aspect of your letters."

"You refer to PCAOB Release No. 104-2005-117 ("the Release"), which is the publicly available portion of a PCAOB inspection report on Wieseneck. You suggest that the Release is critical of ACH's accounting in two respects, and you request consideration of your position before the PCAOB takes a position in the matter. Please note that (1) the Release indicates that PCAOB inspectors review audits of two of Wieseneck's ten issuer audit clients, neither which the Release identifies; (2) the Release is not critical of any audit clients' accounting, but instead describes failures by Wieseneck, in two respects, to perform audit procedures necessary for Wieseneck to have a sufficient basis for an audit opinion; and (3) the Release does not assert that both of those auditing failures were present in each of the audits reviewed. In addition, the PCAOB issued the Wieseneck inspection report in October of 2005, and there is no ongoing process with respect to its content."

"Should you have any questions concerning PCAOB processes, please feel free to call me at (202) 207-9034."

Sincerely,

J. Gordon Seymour / General Counsel

After receiving these PCAOB letters dated February 15, 2008, management interpreted the contents at face value, especially Mr. Seymour's declaration which advised:

"Please note that (1) the Release indicates that PCAOB inspectors review audits of two of Wieseneck's ten issuer audit clients, neither which the Release identifies; (2) the Release is not critical of any audit clients' accounting, but instead describes failures by Wieseneck, in two respects, to perform audit procedures necessary for Wieseneck to have a sufficient basis for an audit opinion; and (3) the Release does not assert that both of those auditing failures were present in each of the audits reviewed. In addition, the PCAOB issued the Wieseneck inspection report in October of 2005, and there is no ongoing process with respect to its content."

With respect to the last sentence of the above preceding paragraph, this did not prove to be accurate, which is further described in the below chronological sequence of events.

6



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##### Table of Contents

ASSURANCE GROUP, INC.

|ITEM 1. | BUSINESS - CONTINUED
|------- | --------------------

The Company began the preparation of this Form December 31, 2008 10-K filing, which was due on
March 31, 2009.  During this period, management was periodically being advised by Mr. Thomas B. Andres, CPA of Wieseneck & Andres, P.A. that he and his partners were in the process of merging with another firm who he, Mr. Andres, advised was a PCAOB registered accounting firm, which was supposed to be located in Jupiter, Florida.

Notwithstanding, due to matters management was
not privy to at the time, things with the proposed merger with a Jupiter based
PCAOB registered firm was never consummated. On or about May 29, 2009,
management was advised by Mr. Andres that Wieseneck & Andres, P.A. was merging
with a New York based accounting firm named Fuoco Group, LLC ("Fuoco") and Fuoco
would be the firm taking over the Company's audits.  During the next several weeks, management focused on preparation
of this December 31, 2009 10-K filings, which required the then forthcoming
audits by a PCAOB registered accounting firm.  However, in early September, 2009,
after reviewing the PCAOB website to check the status of the Fuoco accounting
firm, management discovered Fuoco was not a PCAOB registered auditing firm.
Management also discovered that Mr. Thomas B. Andres, CPA and his firm,
Wieseneck & Andres, P.A. ("the firm") were, individually as well as his
accounting firm, were deregistered by the PCAOB on April 22, 2008 via PCAOB Release
No.105-2008-001. The result of this PCAOB April 22, 2008 Release No.
105-2008-001 was Mr. Thomas B. Andres and the firm (Wieseneck & Andres, P.A.)
could not be affiliated with any PCAOB firm for a period of two (2) years. A
copy of the PCAOB Release No. 105-2008-001 is attached herein as Exhibit No.
99.5. Based on the contents contained in the two (2) above described PCAOB
letters both dated February 15, 2008 from PCAOB Director Claudius Modesti and
PCAOB General Counsel, J. Gordon Seymour, Management was totally blindsided by
this discovery. Neither anyone from the PCAOB nor anyone from Wieseneck &
Andres, P.A. gave the American Capital Holdings, Inc., eCom or the spin-off
companies any type of notice whatsoever about the new 105-2008-001 PCAOB
Release, which were the same allegations made in the PCAOB 104-2005-117 Release.

During the remainder of the entire month of September, 2009, management did considerable legal, tax and accounting background research issues regarding the unsupported background facts of the findings stated in the PCAOB Release No 105- 2008-001. Management believes Thomas B. Andres, CPA as well as Wieseneck & Andres, P.A. and the PCAOB entered into this consent order without examining the actual real facts with respect to all applicable Federal IRS Statutes. Additionally, management was unilaterally denied the opportunity to meet with the PCAOB to discuss the issues brought up in PCAOB Release No. 104-2005-117 and was led to believe there was "no ongoing process with respect to its content", as advised in J. Gordon Seymour's February 15, 2008 correspondence. The PCAOB was established via the Sarbanes-Oxley Act as a division within the SEC.

Management believes the intent of
Sarbanes-Oxley Act was to provide greater corporate transparency disclosures as
well as to provide better public company internal controls, both of which are
what the PCAOB is supposed to administer. Management also believes this does not
seem to be the case regarding to what appears to be jointly agreed to consent
order by Wieseneck & Andres, P.A./Public Company Accounting Oversight Board
PCAOB Release No. 105-2008-001 entered into. Again, the contents of PCAOB
Release No. 104-2005-117 and PCAOB Release No. 105-2008-001 are basically the
same. Management was totally blindsided by this event as we were led to believe
the above referenced February 15, 2008 PCAOB letters as described above. Being
Wieseneck & Andres, P.A. was the PCAOB approved accounting for all the
subsidiary companies referenced above as well the accounting firm was court
approved by the United States Bankruptcy Court, the PCAOB disbarment almost put
all of the companies out of business as all of the accounting firms management
had approached advised they would have to audit all of these companies from
inception, which the companies could not afford without a capital infusion.
Without clean audits, it is almost impossible to raise equity capital, which
caused all the companies to get behind in their financial reporting.

7



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##### Table of Contents

ASSURANCE GROUP, INC.

|ITEM 1. | BUSINESS - CONTINUED
|------- | --------------------

On October 5, 2009, ACH's and the spin-off companies' management sent Thomas B. Andres, CPA, Wieseneck & Andres, P.A. a thirty two (32) page letter via U.S. Postal Certified Mail No. 70071490000054486599, which was accompanied with thirty one (31) exhibits illustrating the proper facts supporting all of the companies' legal positions. A copy of this letter and its thirty one (31) supporting exhibits are attached herein as Composite Exhibit No. 99.6.

On October 14, 2009 Richard Turner had a
conversation with Mr. Thomas B. Andres about setting up a meeting, which Mr.
Andres initially agreed to. Mr. Turner sent an October 14, 2009 confirmation
letter as well, which copy is affixed herein as Exhibit No. 99.7. On October 19, 2009, Mr. Andres wrote a reply letter advising Mr. Turner, based on advice of his legal counsel, that Mr. Andres could not have further conversations with Mr. Turner or the companies "until such a time we (he and his firm) are appropriately advised by our council". Mr. Andres further stated "You will be appropriately informed when that happens". To this date, Mr. Andres has refused to meet with management.

On November 4, 2009, Management sent Mr. Andres another five (5) page letter via United States Postal Certified Mail No. 70072410000543376482 (RETURN RECEIPT REQUESTED), accompanied by ten (10) supporting exhibits. This letter pointed out many problems/damages caused by Mr. Andres' firm as well as requested the name of Wieseneck & Andres, P.A. errors and omissions insurance carrier. So far, in what management believes is sign of bad faith, Wieseneck & Andres, P.A. and Fuoco Group, LLC has refused to provide the companies this information. The companies are planning to file suit against Wieseneck & Andres, P.A., Fuoco Group, LLC as well as a claim against their respective insurance carrier(s).

On March 18, 2011 the company entered into a new audit engagement with a PCAOB registered accounting firm known as
Lake & Associates CPA's, LLC.

Due to the above described PCAOB transactions
and the March 28, 2008 Bankruptcy Court Order of Final Decree we are requesting
a waiver of the prior auditor consent requirement pursuant to SEC Regulation C
Rule 47.

The Company's main office is located at 1150
S. US Highway 1, Suite 301, Jupiter, Florida 33477, and the telephone number is (561)
249-1354.

For complete bankruptcy proceedings and filings see the ecomecom.net web site and click on
"Bankruptcy News Information" towards the top of the web page.

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

EMPLOYEES: The Company does not have any employees.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

RISK FACTORS. 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 it can realize profits from the business ventures it intends to acquire.

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.

8



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##### Table of Contents

|ITEM 1A. | RISK FACTORS - CONTINUED
|-------- | ------------------------

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.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.



|ITEM 2. | PROPERTIES
|------- | ----------

The Company does not own any real property. 
As of December 31, 2009, the Company was located at 601 Seafarer Circle, Suite 402, Jupiter, Florida 33477.  As of
December 31, 2007 the company was located at 1016 Clemmons St, Suite 302, Jupiter Florida, consisting of approximately 1,277 square feet of office space which was provided by a related party on a month to month basis.

|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

None



|ITEM 4. | REMOVED AND RESERVED
|------- | --------------------

None

9



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##### Table of Contents

PART II



|ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------

Market for Common Stock:

Our common stock is currently quoted on the OTC Pink Sheets
under the symbol "AMNW."  The CUSIP number is 00912Q 10 9.

The following table sets forth, on a per share basis, the
range of high and low bid information for the shares of our common stock for
each full quarterly period within the three most recent fiscal years and any
subsequent interim period for which financial statements are included. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.

|Quarter Ending |  | High |      | Low |  
|-------------- |  | ---- | ---- | --- | -
|12/31/2010     |  | $    | .012 |     | $
|9/30/2010      |  | $    | .022 |     | $
|6/30/2010      |  | $    | .140 |     | $
|3/31/2010      |  | $    | .005 |     | $



|Quarter Ending |  | High |      | Low |  
|-------------- |  | ---- | ---- | --- | -
|12/31/2009     |  | $    | .005 |     | $
|9/30/2009      |  | $    | .005 |     | $
|6/30/2009      |  | $    | .005 |     | $
|3/31/2009      |  | $    | .030 |     | $



|Quarter Ending |  | High |      | Low |  
|-------------- |  | ---- | ---- | --- | -
|12/31/2008     |  | $    | .025 |     | $
|9/30/2008      |  | $    | .030 |     | $
|6/30/2008      |  | $    | .030 |     | $
|3/31/2008      |  | $    | .030 |     | $



Security Holders: The Company has approximately
400 shareholders. The Company does not have any shares subject to options, or any other securities convertible into shares of the Company's common stock.



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.

Dividends: There have been no cash dividends declared or paid since the
inception of the Company, and no 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 meetings of
shareholders and such vote is equal to the voting rights as the class of common
stock shall be entitled.  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.

10



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##### Table of Contents

|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

None

|ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

RESULTS OF OPERATIONS:

Revenue for the years ended December 31, 2010 and 2009 was $0.

Total operating expenses were $4,452 for the
year ended December 31, 2009 and $36,222 for the year ended December 31, 2009  The Company's operating expenses were primarily the result of
keeping the Company current with rent, transfer work, and other administrative
costs.

For the year ended December 31, 2010 the
Company incurred a net loss of $(4,452) compared to a net loss of $(36,222) for the
year ended December 31, 2009.

LIQUIDITY AND CAPITAL RESOURCES



|                                                      |  |  | Year Ended
	December 31, 2010 |   |  | Year Ended
	December 31, 2009 |  
|----------------------------------------------------- |  |  | ----------------------------- | - |  | ----------------------------- | -
|Net cash provided by
		(used in) operating activities |  |  | $                             | 0 |  |                               | $
|Net cash provided by investing activities             |  |  |                               | 0 |  |                               |  
|Net cash provided by financing activities             |  |  |                               | 0 |  |                               |  
|Net increase (decrease) in cash                       |  |  |                               | 0 |  |                               |  
|Cash at end of period                                 |  |  |                               | 0 |  |                               |  



|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

We have not entered into any financial derivative instruments that expose us to material market risk, including any instruments designed to hedge the impact of foreign currency exposures. We may, however, hedge such exposure to foreign currency exchange rate fluctuations in the future.

11



---

##### Table of Contents



|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

The page numbers for the financial statement categories are as follows:

| |  | INDEX - PART F/S                                                                                                                                                    |  | PAGENUMBER
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------
| |  |                                                                                                                                                                     |  |           
| |  | Reports of Independent Registered Public Accounting Firm                                                                                                            |  | F-2       
| |  |                                                                                                                                                                     |  |           
| |  | Balance Sheets
as of December 31, 2010 and
2009                                                                                                                     |  | F-3       
| |  |                                                                                                                                                                     |  |           
| |  | Statements of Operations
for the years ended December 31, 2010
and 2009 and for the period from July 10, 1997 (inception) through December 31,
		2010 (unaudited)   |  | F-4       
| |  |                                                                                                                                                                     |  |           
| |  | Statement of Changes in Stockholders' Deficit
for the Period from December 31, 2007 through December 31, 2010                                                       |  | F-5       
| |  |                                                                                                                                                                     |  |           
| |  | Statements of Cash Flows for the years ended
		December 31, 2010 and 2009 and for the period from July 10, 1997
		(inception) through December 31, 2010 (unaudited) |  | F-6       
| |  |                                                                                                                                                                     |  |           
| |  | Notes to Financial Statements                                                                                                                                       |  | F-7       





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##### Table of Contents

REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Lake & Associates CPA's



To the Board of Directors and Stockholders
of

Assurance Group, Inc.

We have audited the accompanying balance sheets of
Assurance Group, Inc. as of December 31, 2010 and
2009, and the related statements of operations, stockholders' equity and cash flows for the
years ended December 31, 2010 and 2009.  Assurance Group Inc.'s management
is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with
the standards of 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.  
The company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the company's
internal control over financial reporting.  Accordingly, we express no such
opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 financial statements referred to above present fairly, in all material respects, the financial position of
Assurance Group, Inc.
as of December 31, 2010 and 2009, and the results of its operations and its cash flows for
each of the
years in the two-year period ended December 31, 2010 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 E the Company has incurred significant losses.  The
Company's viability is dependent upon its ability to obtain future financing and
the success of its future operations.  These factors raise substantial
doubt as to the Company's ability to continue as a going concern.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



/s/ Lake
& Associates CPA's, LLC

Lake & Associates CPA's, LLC

Schaumburg, Illinois

April8, 2011

|1905 Wright Boulevard
Schaumburg, IL 60193
Phone:
847.524.0800
		Fax: 847.524.1655 |  | 20283 State Road 7, Suite 300
Boca Raton, FL 33498
Phone:
866.982.9874
		Fax: 561.982.7985
|---------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------



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##### Table of Contents

ASSURANCE GROUP, INC.

(A Development
Stage Company)

BALANCE SHEETS



|                                                                                                                                        |      | December 31,
|--------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------
|                                                                                                                                        | 2010 |             
|Assets                                                                                                                                  |      |             
|Current Assets                                                                                                                          |      |             
|Cash and cash equivalents                                                                                                               |      | $           
|                                                                                                                                        |      |             
|Total
		current assets                                                                                                                  |      |             
|                                                                                                                                        |      |             
|                                                                                                                                        |      |             
|                                                                                                                                        |      |             
|Total
		assets                                                                                                                          |      | $           
|                                                                                                                                        |      |             
|                                                                                                                                        |      |             
|Liabilities and Stockholders'
		Equity (Deficit)                                                                                        |      |             
|Current Liabilities                                                                                                                     |      |             
|Accounts
		payable                                                                                                                      |      | $           
|Loan payable                                                                                                                            |      |             
|Stockholder
		loans                                                                                                                     |      |             
|                                                                                                                                        |      |             
|Total current liabilities                                                                                                               |      |             
|                                                                                                                                        |      |             
|Total
		liabilities                                                                                                                     |      |             
|                                                                                                                                        |      |             
|Commitments
		and Contingencies                                                                                                         |      |             
|Stockholders'
		Equity (Deficit):                                                                                                       |      |             
|Common stock, $.001 par value; 300,000,000 shares authorized; 161,668,115
		and 161,268,115 shares issued and outstanding, respectively |      |             
|Paid-in-capital                                                                                                                         |      |             
|Convertible preferred stock,
		$.001 par - Series A  - 25,000,000 shares authorized 0 shares
		outstanding                              |      |             
|Convertible preferred stock,
		$.001 par - Series B  - 15,000,000 shares authorized 0 shares
		outstanding                              |      |             
|Deficit accumulated during the development stage                                                                                        |      |             
|                                                                                                                                        |      |             
|Total stockholders' equity
		(deficit)                                                                                                  |      |             
|                                                                                                                                        |      |             
|Total liabilities and stockholders' equity
		(deficit)                                                                                  |      | $           
|                                                                                                                                        |      |             

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



F-3



---

##### Table of Contents

ASSURANCE GROUP, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS



|                                     |  |                         |             |   |                                                                           |          |             |   |  |   |             |  
|------------------------------------ |  | ----------------------- | ----------- | - | ------------------------------------------------------------------------- | -------- | ----------- | - |  | - | ----------- | -
|                                     |  | Year Ended December 31, |             |   | Period from Inception July 10, 1997 through December 31,
	2010(unaudited) |         
|                                     |  | 2010                    |             |   | 2009                                                                      |          |             |  
|                                     |  |                         |             |   |                                                                           |          |             |   |  |   |             |  
|Net Sales                            |  | $                       | 0           |   |                                                                           | $        | 0           |   |  | $ | 42,916      |  
|Cost of Sales                        |  |                         | 0           |   |                                                                           |          | 0           |   |  |   | (34,910     | )
|                                     |  |                         |             |   |                                                                           |          |             |   | 
|Gross
	profit                        |  |                         | 0           |   |                                                                           |          | 0           |   |  |   | 8,006       |  
|                                     |  |                         |             |   |                                                                           |          |             |   | 
|                                     |  |                         |             |   |                                                                           |          |             |   |  |   |             |  
|Operating expenses:                  |  |                         |             |   |                                                                           |          |             |   |  |   |             |  
|General & administrative
	(1)        |  |                         | 4,452       |   |                                                                           |          | 36,222      |   |  |   | 1,660,557   |  
|                                     |  |                         |             |   |                                                                           |          |             |   | 
|Total expenses                       |  |                         | 4,452       |   |                                                                           |          | 36,222      |   |  |   | 1,660,557   |  
|                                     |  |                         |             |   |                                                                           |          |             |   | 
|                                     |  |                         |             |   |                                                                           |          |             |   |  |   |             |  
|Loss from operations                 |  |                         | (4,452      | ) |                                                                           |          | (36,222     | ) |  |   | (1,652,551  | )
|                                     |  |                         |             |   |                                                                           |          |             |   | 
|                                     |  |                         |             |   |                                                                           |          |             |   |  |   |             |  
|Other Expense                        |  |                         |             |   |                                                                           |          |             |   |  |   |             |  
|Interest income                      |  |                         | 0           |   |                                                                           |          | 0           |   |  |   | 2,175       |  
|Interest expense                     |  |                         | 0           |   |                                                                           |          | 0           |   |  |   | (53,487     | )
|Realized loss on sale of
		assets    |  |                         | 0           |   |                                                                           |          | 0           |   |  |   | (22,065,900 | )
|Gain on forgiveness                  |  |                         | 0           |   |                                                                           |          | 0           |   |  |   | 67,818      |  
|                                     |  |                         |             |   |                                                                           |          |             |   | 
|Other Expense                        |  |                         | 0           |   |                                                                           |          | 0           |   |  |   | (22,049,394 | )
|                                     |  |                         | -1573290    |   |                                                                           | -1573290 |             |   | 
|Net Loss                             |  | $                       | (4,452      | ) |                                                                           | $        | (36,222     | ) |  | $ | (23,701,945 | )
|                                     |  |                         |             |   |                                                                           |          |             |   | 
|                                     |  |                         |             |   |                                                                           |          |             |   |  |   |             |  
|Basic and Diluted                    |  |                         |             |   |                                                                           |          |             |   |  |   |             |  
|Earnings per common share            |  | $                       | .000        |   |                                                                           | $        | .000        |   |  | $ | (.288       | )
|                                     |  |                         |             |   |                                                                           |          |             |   | 
|                                     |  |                         |             |   |                                                                           |          |             |   |  |   |             |  
|Weighted-average shares outstanding: |  |                         | 161,299,896 |   |                                                                           |          | 154,287,293 |   |  |   | 82,403,880  |  
|                                     |  |                         |             |   |                                                                           |          |             |   | 

(1) Includes stock based compensation of  $4,000 for the
year ended December 31, 2010 and $35,000 for the year ended December 31, 2009.

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



F-4



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##### Table of Contents

ASSURANCE GROUP, INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS'
	DEFICIT



|                                                 |  | Common Stock     |  |  |                       | Add'l Paid in Capital |  |  | Convertible
	Preferred Stock, A&B Par Value $.001 |            |  | Deficit AccumulatedDuring the Development Stage |   |   | Total
	Stockholders'
		Equity (Deficit)
|------------------------------------------------ |  | ---------------- |  |  | --------------------- | --------------------- |  |  | ------------------------------------------------- | ---------- |  | ----------------------------------------------- | - | - | ---------------------------------------
|                                                 |  | Number of Shares |  |  | at Par Value 
		$.001 |                       |  |  |                                                   |            |  |                                                
|Balance December 31, 2007                        |  | 151,901,448      |  |  | $                     | 151,901               |  |  | $                                                 | 23,444,894 |  |                                                 | $ | 0 |                                        
|Issuance of common stock for
		service           |  | 2,000,000        |  |  |                       | 2,000                 |  |  |                                                   | 48,000     |  |                                                 |   | 0 |                                        
|Issuance of common stock
		for repayment of debt |  | 366,667          |  |  |                       | 367                   |  |  |                                                   | 10,633     |  |                                                 |   | 0 |                                        
|Net income 2008                                  |  | 0                |  |  |                       | 0                     |  |  |                                                   | 0          |  |                                                 |   | 0 |                                        
|                                                 |  |                  |  |  |                       |                       |  |  |                                                   |            |  |                                                 |   |   |                                        
|Balance December 31, 2008                        |  | 154,268,115      |  |  |                       | 154,268               |  |  |                                                   | 23,503,527 |  |                                                 |   | 0 |                                        
|Issuance of common stock for
		service           |  | 7,000,000        |  |  |                       | 7,000                 |  |  |                                                   | 28,000     |  |                                                 |   | 0 |                                        
|Net loss 2009                                    |  | 0                |  |  |                       | 0                     |  |  |                                                   | 0          |  |                                                 |   | 0 |                                        
|                                                 |  |                  |  |  |                       |                       |  |  |                                                   |            |  |                                                 |   |   |                                        
|Balance December 31, 2009                        |  | 161,268,115      |  |  |                       | 161,268               |  |  |                                                   | 23,531,527 |  |                                                 |   | 0 |                                        
|Issuance of common stock for
		service           |  | 400,000          |  |  |                       | 400                   |  |  |                                                   | 3,600      |  |                                                 |   | 0 |                                        
|Net loss 2010                                    |  | 0                |  |  |                       | 0                     |  |  |                                                   | 0          |  |                                                 |   | 0 |                                        
|                                                 |  |                  |  |  |                       |                       |  |  |                                                   |            |  |                                                 |   |   |                                        
|Balance
		December 31, 2010                      |  | 161,668,115      |  |  | $                     | 161,668               |  |  | $                                                 | 23,535,127 |  |                                                 | $ | 0 |                                        
|                                                 |  |                  |  |  |                       |                       |  |  |                                                   |            |  |                                                 |   |   |                                        

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



F-5



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##### Table of Contents

ASSURANCE GROUP, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS



|                                                                                          |  | YearEnded December 31, |  | Period from
	Inception July 10, 1997 through December 31, 2010
	(unaudited)
|----------------------------------------------------------------------------------------- |  | ---------------------- |  | ---------------------------------------------------------------------------
|                                                                                          |  |                        |  |                                                                            
|Cash
		flows from operating activities:                                                   |  |                        |  |                                                                            
|Net
		Income (loss)                                                                       |  |                        |  | $                                                                          
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |  |                        |  |                                                                            
|Stock-based compensation                                                                  |  |                        |  |                                                                            
|Forgiveness of debt                                                                       |  |                        |  |                                                                            
|Changes in operating assets and liabilities                                               |  |                        |  |                                                                            
|Decrease to
		prepaid assets                                                              |  |                        |  |                                                                            
|Increase (decrease) to loan payable - related companies                                   |  |                        |  |                                                                            
|Increase (decrease) to accounts payable and accrued expenses                              |  |                        |  |                                                                            
|                                                                                          |  |                        |  |                                                                            
|Net cash
		used in operating activities                                                   |  |                        |  |                                                                            
|                                                                                          |  |                        |  |                                                                            
|                                                                                          |  |                        |  |                                                                            
|Cash Flows From Investing Activities                                                      |  |                        |  |                                                                            
|Proceeds from
		sale of available-for-sale securities                                     |  |                        |  |                                                                            
|Global Hosting Center                                                                     |  |                        |  |                                                                            
|Intellectual Property                                                                     |  |                        |  |                                                                            
|                                                                                          |  |                        |  |                                                                            
|Net cash provided by
		investing activities                                               |  |                        |  |                                                                            
|                                                                                          |  |                        |  |                                                                            
|                                                                                          |  |                        |  |                                                                            
|Cash Flows From Financing Activities                                                      |  |                        |  |                                                                            
|Repayment of
		long term debt                                                             |  |                        |  |                                                                            
|Proceeds from
		sale of common stock                                                      |  |                        |  |                                                                            
|Proceeds from sale of
		preferred stock                                                   |  |                        |  |                                                                            
|                                                                                          |  |                        |  |                                                                            
|Net cash provided by
		financing activities                                               |  |                        |  |                                                                            
|                                                                                          |  |                        |  |                                                                            
|                                                                                          |  |                        |  |                                                                            
|Net
		increase (decrease) in cash                                                         |  |                        |  |                                                                            
|                                                                                          |  |                        |  |                                                                            
|Cash at beginning of
		period                                                             |  |                        |  |                                                                            
|                                                                                          |  |                        |  |                                                                            
|                                                                                          |  |                        |  |                                                                            
|Cash at end of
		period                                                                   |  |                        |  | $                                                                          
|                                                                                          |  |                        |  |                                                                            
|                                                                                          |  |                        |  |                                                                            
|                                                                                          |  |                        |  |                                                                            
|Supplemental Disclosure
		of Cash Flow Information:                                       |  |                        |  |                                                                            
|Interest paid                                                                             |  |                        |  | $                                                                          
|                                                                                          |  |                        |  |                                                                            
|                                                                                          |  |                        |  |                                                                            
|Income taxes paid                                                                         |  |                        |  | $                                                                          
|                                                                                          |  |                        |  |                                                                            

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



F-6



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##### Table of Contents

ASSURANCE GROUP, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

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 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.

On June 20, 2002 Mr. Barney A. Richmond
acquired just over 39 millions shares of the Company, becoming its majority
shareholder.

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.

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 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.

STOCK-BASEDCOMPENSATION

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.

INCOME TAXES

Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related to certain income and expenses recognized in different periods for
financial and income tax reporting purposes. Deferred tax assets and liabilities
represent the future tax return consequences of those differences, which will
either be taxable or deductible when the assets and liabilities are recovered or
settled. Deferred taxes also are recognized for operating losses and tax credits
that are available to offset future taxable income and income taxes,
respectively. A Valuation allowance is provided if it is more likely than not
that some or all of the deferred tax asset will not be realized.

F-7



---

##### Table of Contents

INCOME TAXES

The Company adopted the new accounting for uncertainty in income taxes guidance on June 1, 2009. The adoption of that guidance did not result in the recognition of any unrecognized tax benefits and the Company has no unrecognized tax benefits at
December 31, 2010. The Company's U.S. Federal and state income tax returns prior to fiscal year
December 31, 2009 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets.

NET LOSSPERCOMMONSHARE

Basic net loss per common share is computed using the weighted average number of common shares outstanding during each period presented. Diluted net loss per common share is computed by using the weighted average number of common shares and potential common shares outstanding during the period. We have not issued any instruments resulting in potential common shares outstanding.

RECENTLY ISSUEDACCOUNTINGSTANDARDS

In June 2009, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 168, The FASB Accounting Standards CodificationTM and the
Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB
Statement No. 162 ("FASB SFAS 168"). SFAS 168 establishes the FASB Accounting
Standards Codification TM ("Codification") as the source of authoritative U.S.
GAAP for nongovernmental entities. The Codification does not change U.S. GAAP.
Instead, it takes the thousands of individual pronouncements that currently
comprise U.S. GAAP and reorganizes them into approximately 90 accounting Topics,
and displays all Topics using a consistent structure. Contents in each Topic are
further organized first by Subtopic, then Section and finally Paragraph. The
Paragraph level is the only level that contains substantive content. Citing
particular content in the Codification involves specifying the unique numeric
path to the content through the Topic, Subtopic, Section and Paragraph
structure. FASB suggests that all citations begin with "FASB ASC," where ASC
stands for Accounting Standards Codification. Changes to the ASC subsequent to
June 30, 2009 are referred to as Accounting Standards Updates ("ASU").

In conjunction with the
issuance of FASB SFAS 168, the FASB also issued ASU No. 2009-1, Topic
105-Generally Accepted Accounting Principles ("FASB ASU 2009-1"), which includes
FASB SFAS 168 in its entirety as a transition to the ASC. FASB ASU 2009-1 is
effective for interim and annual periods ending after September 15, 2009 and had
no impact on the Company's financial position or results of operations but
changed the referencing system for accounting standards.

Certain of the following
pronouncements were issued prior to the issuance of the ASC and adoption of the
ASUs. For such pronouncements, citations to the applicable Codification by
Topic, Subtopic and Section are provided where applicable in addition to the
original standard type and number.

In June 2009, the FASB
issued additional guidance under ASC 860 "Accounting for Transfer of financial
Assets and Extinguishment of Liabilities" which improves the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial asset; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor's continuing involvement, if any,
in transferred financial assets. This additional guidance requires that a
transferor recognize and initially measure at fair value all assets obtained
(including a transferor's beneficial interest) and liabilities incurred as a
result of a transfer of financial assets accounted for as a sale. Enhanced
disclosures are required to provide financial statement users with greater
transparency about transfers of financial assets and a transferor's continuing
involvement with transferred financial assets. This additional guidance must be
applied as of the beginning of each reporting entity's first annual reporting
period that begins after November 15, 2009, for interim periods within that
first annual reporting period and for interim and annual reporting periods
thereafter. Earlier application is prohibited. This additional guidance must be
applied to transfers occurring on or after the effective date. The adoption of
this ASC 860 is not expected to have a material impact on the Company's
financial statements and disclosures.

F-8



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##### Table of Contents

RECENTLY ISSUEDACCOUNTINGSTANDARDS
- (continued)

In January 2010, the FASB
issued Accounting Standards Update ("ASU") 2010-06, "improving Disclosures about
Fair Value Measurements," which clarifies certain existing requirements in ASC
820 "Fair Value Measurements and Disclosures," and required disclosures related
to significant transfers between each level and additional information about
Level 3 activity. FASB ASU 2010-06 begins phasing in the first fiscal period
beginning after December 15, 2009. The Company is currently assessing the impact
on its consolidated results of operations and financial conditions.

In February 2010, the FASB issued FASB ASU 2010-09,
"Subsequent Events, Amendments to Certain Recognition and Disclosure Requirements," which clarifies certain existing evaluation and disclosure requirements in ASC 855
"Subsequent Events" related to subsequent events. FASB ASU 2010-09 requires SEC filers to evaluate subsequent events through the date in which the financial statements are issued and is effective immediately. The new guidance does not have an effect on the Company's consolidated results of operations and financial condition.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Note C.
Income Taxes

The Company does not believe that the realization of the related net deferred tax asset meets the criteria required by generally accepted accounting principles and, accordingly, the deferred income tax asset arising from such loss carry forward has been fully reserved.

Deferred income taxes (benefits) are provided for certain income and expenses which are recognized in different periods for tax and financial reporting purposes. The Company had cumulative net operating loss carry-forwards for income tax purposes at
December 31, 2010 of approximately $23,600,000, expiring through December 31, 2028. The Company has established a 100% valuation allowance against this deferred tax asset, as the Company has no history of profitable operations.

Note
D. Related Party Transactions

The Company is allocated certain
expenses such as rent, travel and administrative 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 years ended
December 31, 2010 and 2009 was $4,000 and
$35,000 respectively.

These expenses were paid with the issuance of
7,000,000 shares of common stock for the year ended December 31, 2009 and
400,000 shares for the year ended December 31, 2010.   The trading
price of the Company's common stock was trading at $.01 on December 31, 2010 and
$.005 on December 31, 2009

Note
E. Going Concern

As reflected in the accompanying financial statements, the
Company had a net operating loss for the year ended December 31, 2010 of $4,452. The total accumulated
deficit as of December 31, 2010 was $5,150. 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.



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|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

During the last two fiscal years, the Company has not had any disagreements with its accountants. On
March 18, 2011, the Company appointed Lake & Associates CPA's, LLC as its independent auditor.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

(a) DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures of a registrant designed to ensure that information required to be disclosed by the registrant in the reports that it files or submits under the Securities Exchange Act of 1934 (the
"Exchange Act") are properly recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's ("SEC") rules and forms. Disclosure controls and procedures include processes to accumulate and evaluate relevant information and communicate such information to a registrant's management, including its principal executive and financial officers, as appropriate, to allow for timely decisions regarding required disclosures.

(b) CEO AND CFO CERTIFICATIONS

Attached as Exhibit 31.1 and 31.2 to this annual report are certifications by our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). These certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002. This portion of our quarterly report describes the results of our controls evaluation referred to in those certifications.

(c) OUR EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we evaluated the effectiveness of the design and operation of
AGI'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.

(d) CHANGES IN INTERNAL CONTROLOVER FINANCIAL REPORTING

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

(e) INHERENT LIMITATIONS ONEFFECTIVENESS OF CONTROLS

We do not expect that our disclosure controls and procedures or our internal control over financial 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.





|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.

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PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

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 |  | 59  |  | Chairman / President / Secretary / Director
|Richard C. Turner  |  | 51  |  | 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, United States Financial Group, Inc., 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, reporting, budgeting and cost accounting.

Our Board of Directors has determined that we have at least one financial expert, Richard C. 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 for review. Both Codes will be considered for adoption by the Board of Directors at its next meeting.

|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

No other executive officer currently receives compensation from the Company.

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##### Table of Contents



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

As of the date of this filing, there are a total of
161,668,115 shares of the Company's stock outstanding, all of which are common stock. 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.



|Name and Address                                            |  | Number of Shares Owned |  | % of Shares Outstanding
|----------------------------------------------------------- |  | ---------------------- |  | -----------------------
|Barney A. Richmond, Director & President                    |  | 4,750,000              |  | 2.9%                   
|Jupiter, FL                                                 |  |                        |  |                        
|                                                            |  |                        |  |                        
|Richard C. Turner, Director, Treasurer                      |  | 4,500,000              |  | 2.8%                   
|Palm Beach Gardens, FL                                      |  |                        |  |                        
|                                                            |  |                        |  |                        
|United States Financial Group, Inc.                         |  | 16,787,100             |  | 10.4%                  
|Jupiter, FL                                                 |  |                        |  |                        
|                                                            |  |                        |  |                        
|American Capital Holdings, Inc.                             |  | 82,292,019             |  | 50.9%                  
|Jupiter, FL                                                 |  |                        |  |                        
|                                                            |  | ---------------        |  | ------------           
|All Directors & Executive Officers as a group
		(2 persons) |  | 9,250,000              |  | 5.7%                   



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

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.

On Mar 7, 2008 366,667 shares of common stock were issued for
repayment of debt.

On November 3, 2008 2,000,000 shares of  common stock were issued
for services rendered by American Capital Holdings.

On  December 31, 2009 5,000,000 shares of common stock were
issued for services rendered by American Capital Holdings.

On December 31, 2009 2,000,000 shares of common stock were issued
for services rendered by United States Financial Group, Inc.

On November 5, 2010 200,000 shares of  common stock were issued
for services rendered by American Capital Holdings.

On December 31, 2010 200,000 shares of  common stock were issued
for services rendered by American Capital Holdings.



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.

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##### Table of Contents

|ITEM 14. | PRINCIPAL 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 $0 for
the year ended Dec. 31, 2010 and $0 for the year ended Dec. 31, 2009.  Audit fees for the year
ending December 31, 2010 will be incurred during the fiscal year ending December 31, 2011 as new registered auditors
were retained.

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, 2010, and $0 for
the year ending December 31, 2009.

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------



EXHIBIT INDEX



|         |  |                                                                                                                                                                                          
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ITEM NO. |  | DESCRIPTION OF EXHIBIT                                                                                                                                                                   
|3.1      |  | Articles of Incorporation of
the Company filed July 10, 1997 (incorporated by reference to the Company's
Form 8-A12G filed on October 24, 2007 SEC Accession Number 0001175501-07-000004)
|3.2      |  | Bylaws of the Company (incorporated by reference to the Company's Form 10SB)                                                                                                             
|31.1     |  | Certification required under Section 302 of the Sarbanes-Oxley Act of 2002 by the CEO                                                                                                    
|31.2     |  | Certification required under Section 302 of the Sarbanes-Oxley Act of 2002 by the CFO                                                                                                    
|32       |  | Section 1350 Certification                                                                                                                                                               
|99.1     |  | PCAOB Release No. 104-2005-117, dated October 27, 2005. 
(1)                                                                                                                             
|99.2     |  | Correspondence from American Capital Holdings, Inc. addressed to Mr. Mark W. Olsen, Chairman and Ms. Angela Desmond, Chief of Staff of the PCAOB.
	(1)                                   
|99.3     |  | Letter dated February 15, 2008 from Claudius Modesti, the PCAOB's Director of Enforcement and Investigations.
	(1)                                                                       
|99.4     |  | Letter dated February 15, 2008 by Jay Gordon Seymour, General Counsel for the PCAOB to Mr. Barney A. Richmond
	(1)                                                                       
|99.5     |  | PCAOB Release No. 105-2008-001 dated April 22, 2008
	(1)                                                                                                                                 
|99.6     |  | Letter from ACH and the spin-off companies to Thomas B. Andres, CPA, Wieseneck & Andres, P.A. dated October 5, 2009.
	(1)                                                                
|99.7     |  | Mr. Turner's October 14, 2009 confirmation letter to Thomas Andres
	(1)                                                                                                                  

(1) Incorporated by reference to
Form 10-K for the year ended December 31, 2008. (SEC accession number
0001175501-10-000004)

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Signatures

Pursuant to the requirements of Section 13 or 15(d) 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, in Jupiter, Florida, on
April 8, 2011.



ASSURANCE GROUP, INC.(Registrant)By/s/    RICHARD C. TURNERRichard C. TurnerCHIEF FINANCIAL OFFICER AND TREASURER[PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER]


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                           |  |                                                                                                                |  |              
|------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------- |  | -------------
|Signature                                  |  | Title(s)                                                                                                       |  | Date         
|                                           |  |                                                                                                               
|/s/    BARNEYA.RICHMOND Barney A. Richmond |  | President, Chief Executive Officer and Director (principal executive officer)                                  |  | April 8, 2011
|                                           |  |                                                                                                               
|/S/    RICHARD C. TURNER Richard C. Turner |  | Treasurer, Chief Financial Officer and Director (principal financial officer and principal accounting officer) |  | April 8, 2011
|                                           |  |                                                                                                               



25