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.
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ASSURANCE GROUP, INC.
ITEM 1.
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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
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ASSURANCE GROUP, INC.
ITEM 1.
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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.
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ASSURANCE GROUP, INC.
ITEM 1.
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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.
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ASSURANCE GROUP, INC.
ITEM 1.
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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
a 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.
On September 19, 2011, the Company was notified by Lake and Associates CPA's,
LLC of their resignation as the Company's independent registered public
accounting firm. On September 22, 2011 Alan R. Swift, CPA, P.A.
("Swift")
was appointed
to serve as the Company's independent registered public accounting firm by the
Company's audit committee.
On June 29, 2012, the Company
terminated their engagement with Swift as the Company's independent registered
public accounting firm.
On June 29, 2012 Pybus & Company,
P.A.("Pybus") was appointed
to serve as the Company's independent registered public accounting
firm by the Company's audit committee.
The Company's main office is located at 1150
S. US Highway 1, Suite 302, 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.