SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 22, 2011
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction
1150 S US Highway 1
Jupiter, FL 33477
(Address and Telephone Number of Principal Executive Offices)
Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant.
Previous independent registered public accounting firm
On April 12, 2011, Assurance Group, Inc. (the "Company", "AGI")
dismissed Lake and Associates CPA's, LLC ("Lake") as the Company's
independent registered public accounting firm. On September 22, 2011 Alan
R. Swift, CPA, P.A. was appointed to serve as the Company's independent
registered public accounting firm by the Company's audit committee.
Lake's report on the Company's consolidated financial statements for the year
ended December 31, 2010 contained an explanatory paragraph that noted that there
was substantial doubt as to the Company's ability to continue as a going concern
due to significant losses incurred and the Company's ability to obtain future
financing, and /or it's ability to raise capital. Other than the foregoing, the report contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.
During the Company's most recent fiscal year and the subsequent interim period
preceding Lake's dismissal, there were (i) no disagreements with Lake on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Lake, would have caused it to make reference to the subject
matter of the disagreements in its reports on the consolidated financial
statements of the Company; and (ii) no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.
The Company provided Lake with a copy of this Form 8-K prior to its filing with
the U.S. Securities and Exchange Commission ("SEC") and requested Lake to
furnish to the Company a letter addressed to the SEC stating that it agrees with
the statements made above. A copy of the letter from Lake will be attached in a
forthcoming Exhibit 16.1.
New independent registered public accounting firm
On September 22,
2011, the audit committee of the Company's Board of Directors authorized
the appointment of the firm Alan R. Swift, CPA, P.A.
("Swift") to serve as the Registrant's independent registered public
for the fiscal year ending December 31, 2011.
Within 30 days of retaining Swift, the company will amend the quarterly filings
dated May 5, 2011 and August 15, 2011 to be in compliance with Title 15, Chapter
78M(a)(2) of the United States Code. Specifically, Swift will review the
financial statements for the quarters ended March 31, 2011 and June 30, 2011.
Management will certify that all information contained in the periodic report
fairly presents, in all material respects, the financial condition and results
of operations of the issuer.
During the Company's two most recent fiscal years and the subsequent interim
period preceding its engagement, neither the Company nor anyone on its behalf
consulted Swift regarding either: (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated financial
statements, and no written report or oral advice was provided to the Company
that Swift concluded was an important factor considered by us in reaching a
decision as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was the subject of a disagreement or reportable event as defined
in Item 304(a)(1)(iv) of Regulation S-K and Item 304(a)(1)(v), respectively.
Item 9.01 Financial Statements and Exhibits
Financial Statements of Businesses Acquired.
Pro Forma Financial Information.
Shell Company Transactions.
The company has not yet received it's exhibit 16.1 letter from
Lake and Associates, CPA's LLC.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 26, 2011
Assurance Group, Inc.
/s/ Richard C. Turner
Chief Financial Officer