<PAGE>
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 14 or 15(d) of the Securities
Exchange Act of 1934 for the Period Ended June 30, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Transition Period From to .
Commission file number : NOT ASSIGNED
FIRST AMERICAN CAPITAL CORPORATION
(exact name of registrant as specified in its charter)
Kansas 48-1187574
(State or other jurisdiction of incorporation or (I.R.S. Employer
Identification organization) number)
3360 S.W. Harrison Street, Suite 100
Topeka, Kansas 66611
(Address of principal executive offices) (Zip Code)
(785) 267-7077
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange
Act of 1934 during the preceding 12 months (or for such shorter periods that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No [ ]
Applicable Only to Corporate Insurers
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, No Par Value - 3,249,900 shares as of June 30, 1999
<PAGE>
FIRST AMERICAN CAPITAL CORPORATION
INDEX TO FORM 10-QSB
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets at
June 30, 1999 and December 31, 1998 1
Condensed Consolidated Statements of Operations for the
three months ended June 30, 1999 and 1998 and
for the six months ended June 30, 1999 and 1998 2
Condensed Consolidated Statements of Cash Flows for the
six months ended June 30, 1999 and 1998 3
Notes to Condensed Consolidated Financial Statements 4
Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Part II.
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
<TABLE>
FIRST AMERICAN CAPITAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, December 31,
1999 1998
(Unaudited)
<S> <C> <C>
Assets
Investments:
Short-term investments $ 10,484,368 $ 10,718,261
----------- -----------
Total investments 10,484,368 10,718,261
Cash and cash equivalents 1,117,588 624,919
Accrued investment income 66,453 53,444
Deferred policy acquisition costs
(net of amortization of $110,185 in
1999 and $229 in 1998) 345,518 13,119
Prepaid expenses 23,830 7,921
Office furniture and equipment,
less accumulated depreciation of $23,402
and $17,005 in 1999 and 1998, respectively 34,471 30,843
Leasehold improvements (net of accumulated
amortization of $3,304 and $2,738 in 1999
and 1998, respectively) 96 662
Advances to agents 111,320 54,585
Federal income tax recoverable 4,000 -
Other assets 12,750 5,257
----------- -----------
Total Assets 12,200,394 11,509,011
=========== ===========
Liabilities and Shareholders' Equity
Policy liabilities and accruals 540,675 15,048
Federal income taxes payable 72,675 8,721
Commissions, salaries, wages and
benefits payable 38,513 2,832
Accounts payable to affiliate 26,024 15,129
Accounts payable and accrued expenses 13,002 26,443
----------- -----------
Total liabilities 690,889 68,173
Shareholders' equity:
Preferred stock, 6% non-cumulative
convertible callable, $5.00 par and
liquidation value; 550,000 shares authorized;
549,900 and 541,506 outstanding at June 30,
1999 and December 31, 1998, respectively 2,749,500 2,707,530
Common stock, $.10 par value, 8,000,000
shares authorized; 2,720,000 shares issued
and 3,269,900 outstanding at June 30, 1999
and 2,720,000 shares issued and 3,261,500
outstanding at December 31, 1998 326,990 326,150
Additional paid in capital 9,714,055 9,600,478
Retained earnings-deficit (1,279,040) (1,191,320)
Less: 20,000 treasury shares held at cost (2,000) (2,000)
----------- -----------
Total shareholders' equity 11,509,505 11,440,838
----------- -----------
Total liabilities and shareholders' equity $ 12,200,394 $ 11,509,011
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
FIRST AMERICAN CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
Three months ended Six months ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues
Premium Income $ 413,042 $ - $ 534,113 $ -
Net Investment Income 136,462 69,862 273,654 118,642
--------- --------- --------- ---------
Total revenue 549,504 69,862 807,767 118,642
Benefits and expenses
Increase in policy
reserves 176,804 - 216,643 -
Interest credited on
premium deposit funds 1,240 - 1,356 -
Commissions 236,530 - 309,209 -
Policy acquisition costs
deferred (339,135) - (442,583) -
Amortization of deferred
policy acquisition costs 104,060 - 110,185 -
Agency expenses 3,824 - 38,979 -
Salaries, wages and
employee benefits 161,627 104,773 357,613 203,400
Professional fees 20,046 4,464 37,277 7,325
Administrative fees -
related party 22,573 6,000 29,424 12,000
Premium tax expense 8,247 - 8,247 -
Rent 7,918 836 6,523 15,836
Depreciation and
amortization 3,661 1,575 6,963 3,140
Other expenses 82,897 45,886 136,284 82,995
--------- --------- --------- ---------
Total benefits and expenses 490,292 169,221 825,433 324,696
--------- --------- --------- ---------
Income from operations 59,212 (99,359) (17,666) (206,054)
--------- --------- --------- ---------
Federal income taxes 58,454 1,993 70,054 4,982
--------- --------- --------- ---------
Net income/(loss) $ 758 $(101,352) $ (87,720) $(211,036)
========= ========= ========= =========
Net income/(loss) per
common share-basic and
diluted $ 0.00 $ (0.03) $ (0.03) $ (0.07)
========= ========= ========= =========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
FIRST AMERICAN CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Six months ended
June 30, June 30,
1999 1998
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows provided/(used) in
operating activities:
Net loss $ (87,720) $ (211,036)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation 6,397 2,574
Amortization of leasehold
improvements 566 566
Amortization of deferred
acquisition costs 110,185 -
Changes in operating assets
and liabilities
Accrued investment income (13,009) (27,220)
Prepaid expenses (15,909) (496)
Advances to agents (56,735) (5,544)
Federal income tax recoverable (4,000) -
Other assets (7,493) 754
Policy liabilities 525,627 -
Federal income taxes payable 63,954 -
Commissions, salaries, wages and
benefits payable 35,681 (103,403)
Accounts payable to affiliate 10,895 2,047
Accounts payable and accrued
expenses (13,441) (7,220)
----------- -----------
Net cash provided/(used) in operating
activities 554,998 (348,978)
Cash flows used in investing activities:
Deferred policy acquisition costs (442,583) -
Maturity of short-term investments 233,893 -
Purchase of short-term investments - (3,004,703)
Capital expenditures (10,026) (475)
----------- -----------
Net cash used in investing activities (218,716) (3,005,178)
Cash flows provided by financing
activities:
Proceeds from public stock offering 209,850 4,310,320
Cost of public stock offering (53,463) (453,827)
----------- -----------
Net cash provided by financing
activities 156,387 3,856,493
Increase in cash and cash equivalents 492,669 502,337
Cash and cash equivalents beginning
of period 624,919 120,658
----------- -----------
Cash and cash equivalents at end
of period $ 1,117,588 $ 622,995
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
FIRST AMERICAN CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(A) Basis of Presentation
The accompanying condensed consolidated financial statements of First American
Capital Corporation and its Subsidiaries ( the "Company") for the six month
period ended June 30, 1999 and 1998 are unaudited. However, in the opinion
of the Company, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been reflected therein.
Certain financial information which is normally included in financial
statements prepared in accordance with generally accepted accounting
principles, but which is not required for interim reporting purposes, has
been omitted. The accompanying condensed consolidated financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Company's Form 10-SB for the fiscal year ended December 31,
1998. Certain reclassifications have been made in the prior period financial
statements to conform with the current year presentation.
(B) Subsidiary Operations
The Company's wholly owned subsidiary, First Life America Corporation ("FLAC"),
results of operations are included in the condensed consolidated financial
information for the six month periods ending June 30, 1999 and 1998. The
Company's venture capital subsidiary, First Capital Venture Inc. ("FCVI"),
has not been capitalized or commenced operations.
(C) Developmental Stage Activities
The Company was in the developmental stage until insurance operations
commenced in November of 1998. The Company raised $13,750,000 through a
Kansas intra-state public stock offering. The offering commenced on March
11, 1997 and was completed on January 11, 1999. Subsequent to the completion
of the offering, one stock subscription was refunded in the amount of $2,500
or 100 units. Test marketing of the insurance products began in November of
1998 and full insurance operations began upon the completion of the offering.
(D) Investments
The carrying value of short-term investments approximates their fair value.
At June 30, 1999 and December 31, 1998, the fair value of short-term
investments was $10,484,368 and $10,718,261, respectively.
(E) Deferred Policy Acquisition Costs
Certain costs related to the acquisition of life insurance have been deferred
to the extent recoverable from future policy revenues and gross profits.
These acquisition costs are being amortized over the premium paying period of
the related policies.
(F) Net Loss Per Common Share
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share". SFAS
No. 128 replaced the calculation of primary and fully diluted earnings per
share with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of convertible
securities. Diluted earnings per share is very similar to fully diluted
earnings per share. The net loss per share amounts for all periods have been
presented to conform to the SFAS 128 requirements for basic earnings per
share. The diluted earnings per share amounts are not presented as the
effect of inclusion of the conversion of preferred stock to common stock
would be antidilutive.
<PAGE>
Net loss per common share is based upon the weighted average number of common
shares outstanding each period. For the six months ended June 30, 1999 and
1998, all shares are assumed to be outstanding for the entire period. The
weighted average outstanding common shares were 3,249,900 in 1999 and
2,993,683 in 1998.
(G) Federal Income Taxes
The company does not file a consolidated federal income tax return with FLAC.
FLAC is taxed as a life insurance company under the provisions of the
Internal Revenue Code and must file a separate tax return for its initial six
years of existence. At June 30, 1999 and 1998 estimated Federal Income Tax
expense was $70,054 and $4,982, respectively. The Federal Income Tax expense
at June 30, 1999 included $1,656 of current tax expense and $68,398 of
deferred tax expense, and June 30, 1998 included $4,982 of current tax
expense and no deferred tax expense. Deferred federal income taxes reflect
the impact of "temporary differences" between the amount of assets and
liabilities for financial reporting purposes and such amounts as measured by
tax laws and regulations.
(H) Related Party Transactions
Effective December 31, 1998, the Company entered into a service agreement
with FLAC to provide personnel, facilities, and services to FLAC. The
services to be performed pursuant to the service agreement are underwriting,
claim processing, accounting, processing and servicing of policies, and other
services necessary to facilitate FLAC's business. The agreement is in effect
until either party provides ninety days written notice of termination. Under
the agreement, FLAC pays monthly fees based on life premiums delivered by
FLAC. The percentages are 25% of first year life premiums; 40% of second
year life premiums; 30% of third year premiums 20% of fourth year life
premiums and 10% of life premiums in years five and thereafter. FLAC will
retain general insurance expenses related to its sales agency, such as agent
training and licensing, agency meeting expenses, and agent's health insurance.
Pursuant to the terms of the agreement, FLAC had incurred expenses of
$133,374 for the six months ended June 30, 1999.
The Company has contracted with First Alliance Corporation ("FAC") of
Lexington, Kentucky to provide underwriting and accounting services for FLAC
and the Company. Under the terms of the management agreement, the Company
pays fees based on a percentage of delivered premiums of FLAC. The
percentages are 5.5% for first year premiums; 4% of second year premiums; 3%
of third year premiums; 2% of fourth year premiums, 1% of fifth year premiums
and 1% for years six through ten for ten year policies and .5% in years six
through twenty for twenty year policies. Pursuant to the agreement, the
Company incurred $29,424 of management fees during the six months ended June
30, 1999. FAC also owns approximately 9.9% of the Company's outstanding
common shares.
(I) Concentrations of Credit Risk
The Company minimizes credit risk by investing in U.S. Treasury obligations
and certificates of deposit. Certain certificates of deposit exceed the
maximum insurance protection of $100,000 provided by the Federal Deposit
Insurance Corporation ("FDIC"). However, the principal of those
certificates of deposit which exceed $100,000 is protected through additional
insurance. The Company has not experienced any losses in such accounts and
believes it is not exposed to any significant credit risk on cash and cash
equivalents.
<PAGE>
(J) Segment Information
The segment data that follows has been prepared in accordance with Statement
of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 131. requires a
"management approach" (how management internally evaluates the operating
performance of its business units) in the presentation of business segments.
The operations of the Company and its subsidiaries have been classified into
two operating segments as follows: life and annuity insurance operations and
corporate operations. Segment information as of June 30, 1999 and December
31, 1998 and for the six months ended June 30, 1999 and 1998 is as follows:
<TABLE>
1999 1998
<S> <C> <C>
Revenues:
Life and annuity insurance operations $ 610,071 $ 34,310
Corporate operations 197,696 84,332
----------- -----------
Total $ 807,767 $ 118,642
=========== ===========
Income (loss) before income taxes:
Life and annuity insurance operations $ 208,624 $ 33,204
Corporate operations (226,290) (239,258)
----------- -----------
Total $ (17,666) $ (206,054)
=========== ===========
Assets:
Life and annuity insurance operations $ 3,920,075 $ 3,113,186
Corporate operations 8,280,319 8,395,825
----------- -----------
Total $ 12,200,394 $ 11,509,011
=========== ===========
Depreciation and amortization expense:
Life and annuity insurance operations $ 110,185 $ -
Corporate operations 6,963 3.140
----------- -----------
Total $ 117,148 $ 3,140
=========== ===========
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This report includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934. All statements other
than statements of historical fact included in this Report regarding the
Company's financial position, business strategy, and plans and objectives of
management of the Company for future operations, are forward-looking
statements. Although the Company believes the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors that could
cause the results, performance (financial or operating) or achievements
expressed or implied by such forward-looking statements include, without
limitation, the market acceptance of the Company's newly-created annuity and
insurance products, the accuracy of the Company's assumptions as to expected
mortality, lapse rates and other factors in developing the pricing and other
terms of its life insurance products, interest rate fluctuations, its ability
to attract, train and retain agents to market its insurance products, its
ability to comply with all applicable governmental regulations, competition
in the insurance business and changes in general economic conditions. The
following discussion should be read in conjunction with the condensed
consolidated financial statements and notes thereto.
Results of Operations
The Company completed a Kansas intra-state offering on January 11, 1999
raising total capital of $13,750,000. The offering, which commenced on
March 11, 1997, provided capital to form a wholly owned life insurance
subsidiary, First Life America Corporation ("FLAC"); form a venture capital
subsidiary, First Capital Venture, Inc. ("FCVI") and provide working and
acquisition capital. FLAC commenced insurance operations on a limited basis
in November of 1998. In January of 1999, FLAC began full insurance
operations. Until the marketing of life insurance began, the Company was in
the development stage. Comparisons of operations between the three month
periods ended June 30, 1999 and 1998 and the six month periods ended June 30,
1999 and 1998 are not comparable since insurance operations did not begin
until November of 1998.
Revenues for the three months ended June 30, 1999 totaled $549,504 as
compared to $69,862 for the same period of 1998. For the six months ended
June 30, 1999 and 1998, revenues totaled $807,767 and $118,642, respectively.
Revenues include life insurance premium and net investment income. Premium
income for the three months ended June 30, 1999 and the six month ended June
30, 1999 totaled $413,042 and $534,113, respectively. There was not any
premium income during 1998. Net investment income increased from $118,642
for the six months ended June 30, 1998 to $273,646 for the same period
during 1999. Now that the public offering is completed, a larger invested
asset base exits which creates greater investment earnings. Additionally,
cash provided through the sale of insurance has also been invested.
Benefits and expenses totaled $825,433 for the six months ended June 30,
1999. Results for 1999 included expenses related to insurance operations
such as reserves, agency expenses and premium taxes. There was not any
insurance related expenses incurred during 1998. For the six months ended
June 30, 1999, the increase in life insurance reserves totaled $216,643.
These reserves are actuarially determined based on such factors as insured
age, life expectancy, mortality and interest assumptions. As more life
insurance is written these reserves will continue to increase. Commission
expense totaled $309,209 for the six months ended June 30, 1999. The
commission expense is based on a percentage of premium and is determined in
the product design. Acquisition costs which are related to the sale of
insurance are capitalized and amortized over the premium paying period of
the associated policies. These costs include commissions and management fees
incurred in the first policy year. For the first six months of 1999,
$442,583 of these costs have been capitalized as Policy Acquisition Deferred.
The related amortization for the same period totaled $110,185. Premium
taxes, which totaled $8,247 for the six months ended June 30, 1999, are
incurred as a percentage of premium collected and payable to the Kansas
Department of Insurance. Agency expense are costs associated with the
recruiting, training, development and incentives of the sales agents as
well as marketing costs. These costs totaled $38,979 for the six months
ended June 30, 1999.
<PAGE>
Salaries, wages and employee benefits increased from $203,400 to $357,613
for the six month periods ended June 30, 1998 and 1999, respectively.
Additional personnel have been hired for the administration of life insurance
operations. Professional fees increased to $37,277 from $7,325 for the six
months ended June 30, 1999 and 1998, respectively. This increase is related
to accounting and legal fees associated with the registration of the Company's
securities with the Securities and Exchange Commission. Administrative
fees- related party are fees paid to First Alliance Corporation, a
shareholder of the Company. These fees are for underwriting and accounting
services. During the first six months of 1999, these fees totaled $29,424
as compared to $12,000 for the first six months of 1998.
Consolidated Financial Condition
The following comparisons involve capital transactions from December 31,
1998 to June 30, 1999: Total assets increased from $11,509,011 at December 31,
1998 to $12,200,394 at June 30, 1999. While short-term investment decreased
from $10,718,261 at December 31, 1998 to $10,484,368 at June 30, 1999, cash
and cash equivalents increased from $624,919 at December 31, 1998 to
$1,117,588 at June 30, 1999. This change is due to the maturity of
short-term investments and the timing of the re-investment of funds. A
significant portion of the cash and cash equivalents is held in certificates
of deposits with three month maturities. Deferred policy acquisition costs
increased from $54,585 at December 31, 1998 to $111,320 at June 30, 1999
resulting from the capitalization of acquisition expenses related to the
sale of life insurance.
Liabilities increased to $690,889 at June 30, 1999 from $68,173 at December
31, 1998. Life insurance related policy liabilities are the primary reason
for this increase. Policy reserves established due to the sale of life
insurance totaled $540,675 at June 30, 1999. Policy reserves at December 31,
1998 totaled $15,048 due to limited insurance marketing during 1998. Federal
income taxes payable are primarily the due to deferred taxes established
based on timing differences between income recognized for financial
statements and taxable income for the Internal Revenue Service. These
deferred taxes are based on the operations of FLAC.
Liquidity
FLAC's insurance operations generally receive adequate cash flow from premium
collections and investment income to meet their obligations. Insurance
policy liabilities are primarily long-term and generally are paid from future
cash flows. The Company's invested assets are readily marketable and highly
liquid.
Year 2000 Concerns
A growing concern is the ability of computer systems to accurately process
date calculations in the year 2000 and beyond. The problem arises from the
initial design of date values which only recognize a two digit year value.
As a result, a computer may interpret a date entered for the year 2000 as
the year 1900. Any computer system that performs date comparisons and
calculations is exposed to such a problem. These systems are typically
referred to as information technology systems ("ITS") or computer based
systems. Another concern is microchips which may also be encoded with a two
digit date value. These microchips are typically found in such office
equipment as facsimile machines and telephone systems. These systems are
referred to as non-information technology systems ("NITS").
The Company's primary exposure to any business interruption would be the
result of an ITS failure. The life insurance industry relies heavily on
date sensitive calculations in daily operations. The inability to process
transactions could be detrimental to the Company's ability to continue
operations. The Company out-sources its primary computer processing system
through Navisys, Inc. of Saint Louis, Missouri. Navisys has assured the
Company that its hardware and software systems have been modified to
eliminate any potential year 2000 problems. Testing is scheduled to be
completed by mid year 1999. Evaluation of internal hardware and software is
being performed. However, management does not believe that a failure of
these internal systems would cause an interruption of business.
Additionally, a NITS failure would not substantially disrupt operations.
<PAGE>
The costs to address year 2000 issues have been and will continue to be
relatively insignificant for the Company. All of the major costs related to
the insurance processing system have been borne by Navisys. Internally,
year 2000 issues may require the replacement of such items as personal
computers and facsimile machines, however these are not expected to cause
any significant financial impact.
The ultimate risk of the year 2000 issue is the Company's inability continue
as a going concern in the event of major computer system failure. The impact
could alter, not only the Company's ability to transact business, but also
global financial systems. Even though the Company is confident that these
issues will not cause significant internal problems, a danger exists
regarding the lack of preparedness of consumers and other institutions,
including federal and state government.
The Company is in the process of developing contingency plans to address any
system failure related to the year 2000. These plans are expected to be
completed during the summer of 1999.
<PAGE>
Part II.
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities and Use of Proceeds
Not Applicable
Item 3. Defaults upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
Exhibits - None
Form 8-K
The Company did not file any reports on Form 8-K during the six months
ended June 30, 1999
<PAGE>
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 thereunto duly authorized.
First American Capital Corporation
(registrant)
/s/ Rickie D. Meyer Date August 13, 1999
Rickie D. Meyer, President
/s/ Chris J. Haas Date August 13, 1999
Chris J. Haas, Secretary/Treasurer
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<DEBT-HELD-FOR-SALE> 10,484,368
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 10,484,368
<CASH> 1,117,588
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 345,518
<TOTAL-ASSETS> 12,200,394
<POLICY-LOSSES> 0
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 540,675
<NOTES-PAYABLE> 0
0
0
<COMMON> 326,990
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 12,200,394
534,113
<INVESTMENT-INCOME> 273,654
<INVESTMENT-GAINS> 0
<OTHER-INCOME> 0
<BENEFITS> 0
<UNDERWRITING-AMORTIZATION> 110,185
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> (17,666)
<INCOME-TAX> 70,054
<INCOME-CONTINUING> (87,720)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (87,720)
<EPS-BASIC> (.003)
<EPS-DILUTED> (.003)
<RESERVE-OPEN> 9,554
<PROVISION-CURRENT> 216,643
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 226,197
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
