SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): November 2, 1998
USASURANCE GROUP, INC.
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(Exact name of Registrant as specified in Charter)
Colorado 0-26920 84-1298212
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
7345 E. Peakview Ave.
Englewood, Colorado 80111
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (303) 689-0123.
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Item 2. Acquisition and Disposition of Assets.
After the close of business on Friday, October 30, 1998,
USAsurance Group, Inc. (the "Company") received written notice from
legal counsel to AFEW, Inc. and 2xtreme Performance International
LLC., advising of their decision not to proceed with the proposed
transaction reported by the Company on a Form 8-K dated August 25,
1998 and filed with the SEC. No reason for their decision was
contained in the aforesaid notice; however, based upon discussions
between principals of the Company and AFEW, Inc., management
believes that the decision not to proceed was not due to any
problems relating to the Company, its principals or business
activities, but rather was made by the principals of AFEW, Inc. and
based upon their own needs and interests.
As a result, management of the Company will continue to seek
out and acquire unrelated entities in order to engage in a merger,
asset acquisition or other transaction which management believes
will benefit the Company's shareholders.
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SIGNATURES
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.
USASURANCE GROUP, INC.
By: s/Thomas Chase
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Thomas Chase,
President
Dated: November 2, 1998
