Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  HERITAGE FUND ADVISORS LLC
2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2005
3. Issuer Name and Ticker or Trading Symbol
ASSURANCEAMERICA CORP [ASAM]
(Last)
(First)
(Middle)
3353 PEACHTREE ROAD, SUITE 1040
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ATLANTA, GA 30326
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1)   (1)   (1) Common Stock 10,920,000 $ 0 I See Footnote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HERITAGE FUND ADVISORS LLC
3353 PEACHTREE ROAD
SUITE 1040
ATLANTA, GA 30326
    X    
Heritage Assurance Partners L P
3353 PEACHTREE ROAD
SUITE 1040
ATLANTA, GA 30326
    X    
HERITAGE FINANCIAL PARTNERS LP
3353 PEACHTREE ROAD
SUITE 1040
ATLANTA, GA 30326
    X    

Signatures

See attached Exhibit 99 12/12/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The shares of Series A Convertible Preferred Stock are owned by Heritage Assurance Partners, L.P. ("HAP"), a Georgia limited partnership, (ii) Heritage Financial Partners, L.P. ("HFP"), a Georgia limited partnership, and (iii) Heritage Fund Advisors, LLC, a Georgia limited liability company registered as an investment advisor under the laws of the State of Georgia ("HFA"), the general partner of HAP and HFP. HAP, HFP and HFA are the Reporting Persons. Each share of Series A Convertible Preferred Stock is convertible into ten shares of common stock at the owners' option at any time , subject to adjustment in the event of stock splits, stock combinations and certain issuances of capital stock.
 
Remarks:
The Reporting Persons disclaim beneficial ownership of all shares.

Exhibit List

Exhibit 99 - Joint Filer Information

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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