UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 31, 2004
ASSURANCEAMERICA CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 0-06334 87-0281240
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization Identification No.)
RiverEdge One
Suite 600
5500 Interstate North Parkway
Atlanta, Georgia 30328
(Address of principal executive offices, including zip code)
(770) 933-8911
(Registrant's telephone number, including area code)
N/A
(Former Name 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 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information.
As reported in the Current Report on Form 8-K filed by AssuranceAmerica
Corporation (the "Company") on August 3, 2004, the Company acquired
substantially all of the assets of Thomas-Cook Holding Company (the "Seller") on
July 31, 2004. The purpose of this Current Report on Form 8-K is to file the
Company's pro forma consolidated balance sheets as of March 31, 2004 and June
30, 2004, and pro forma consolidated statements of operations for the three
months ended March 31, 2004, and for the six months ended June 30, 2004, which
reflect the assets acquired from the Seller and which are filed herewith as
Exhibit 99.1.
The unaudited pro forma consolidated balance sheets of the Company and the
Seller as of March 31, 2004, and June 30, 2004, are presented to give effect to
the acquisition of Seller's assets as if it had occurred on March 31, 2004 and
June 30, 2004, respectively. The unaudited pro forma consolidated statements of
operations of the Company and the Seller for the three- and six- month periods
ended June 30, 2004, are presented as if the acquisition of the Seller's assets
had taken place on January 1, 2004.
The unaudited pro forma consolidated financial statements should be read
in conjunction with the historical consolidated financial statements and
accompanying notes contained in the Company's Quarterly Reports on Form 10-QSB
for the quarters ended March 31, 2004, and June 30, 2004. The unaudited pro
forma consolidated financial statements are not intended to be representative or
indicative of the consolidated results of operations or financial condition of
the Company that would have been reported had the acquisition of the Seller's
assets been completed as of the dates presented, and should not be taken as
representative of the future consolidated results of operations or financial
condition of the Company.
(c) Exhibit Number Description
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99.1 Pro Forma Financial Information
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASSURANCEAMERICA CORPORATION
Date: October 15, 2004 /s/ Robert J. Cormican
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Robert J. Cormican
Senior Vice President and Chief
Financial Officer